UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
10-K
☒
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2022
or
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the Transition Period from_________________to_________________
Commission
File Number: 001-34590
abrdn Platinum ETF Trust
(Exact
name of registrant as specified in its charter)
New
York
26-4732885
(State
or other jurisdiction of incorporation or
organization)
(I.R.S.
Employer Identification No.)
c/o
abrdn ETFs Sponsor LLC
1900
Market Street , Suite 200
Philadelphia ,
PA
(Address
of principal executive offices)
19103
(Zip
Code)
(844)
383-7289
(Registrant’s
telephone number, including area code)
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
abrdn
Physical Platinum Shares ETF
PPLT
NYSE
Arca
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large
Accelerated Filer
☒
Accelerated
Filer
☐
Non-Accelerated
Filer
☐
Smaller
Reporting Company
☐
Emerging
Growth Company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and
attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b)
of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate
by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒
No
Aggregate
market value of the registrant’s Shares outstanding based upon the closing price of a Share on June 30, 2022 as reported
by the NYSE Arca, Inc. on that date: $ 1,051,214,975 .
As
of February 23, 2023, abrdn Platinum ETF Trust had 11,000,000 abrdn Physical Platinum Shares ETF outstanding.
DOCUMENTS
INCORPORATED BY REFERENCE: None
FORWARD
LOOKING STATEMENTS
This
Annual Report on Form 10-K contains various “forward-looking statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and within the Private
Securities Litigation Reform Act of 1995, as amended. Forward-looking statements usually include the words, “anticipates,”
“believes,” “estimates,” “expects,” “intends,” “plans,” “projects,”
“understands” and other words suggesting uncertainty. We remind readers that forward-looking statements are merely
predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could
cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different
from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof.
The Trust undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Additional
significant uncertainties and other factors affecting forward-looking statements are presented in the Risk Factors section herein.
TABLE
OF CONTENTS
PART I
1
Item 1. Business
1
Trust Objective
1
Overview of the Platinum Industry
2
Operation of the Platinum Markets
4
The Platinum
Markets
4
Market Regulation
6
Secondary Market Trading
6
Valuation of Platinum and Computation of Net Asset Value
7
Trust Expenses
7
Creation and Redemption of Shares
8
Creation
Procedure
10
Redemption
Procedures
12
Creation and Redemption Transaction Fee
13
The Sponsor
13
The Trustee
14
The Custodian
15
Inspection of Platinum
15
Description of the Shares
16
Custody of the Trust’s Platinum
17
United States Federal Income Tax Consequences
18
ERISA and Related Considerations
21
Item 1A. Risk Factors
22
Item 1B. Unresolved Staff Comments
32
Item 2. Properties
32
Item 3. Legal Proceedings
32
Item 4. Mine Safety Disclosures
32
PART II
33
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
33
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
35
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
38
Item 8. Financial Statements and Supplementary Data
39
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
41
Item 9A. Controls and Procedures
41
Item 9B. Other Information
44
PART III
44
Item 10. Directors, Executive Officers and Corporate Governance
44
Item 11. Executive Compensation
44
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
44
Item 13. Certain Relationships and Related Transactions, and Director Independence
45
Item 14. Principal Accounting Fees and Services
46
PART
IV
Item 15. Exhibits, Financial Statement Schedule
47
Item 16. Form 10K Summary
48
PART
I
Item
1. Business
The
purpose of the abrdn Platinum ETF Trust (known as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022) (the “Trust”)
is to own platinum transferred to the Trust in exchange for shares issued by the Trust (“Shares”). Each Share represents
a fractional undivided beneficial interest in and ownership of the Trust. The assets of the Trust consist solely of platinum
bullion. The Trust was formed on December 30, 2009 when an initial deposit of platinum was made in exchange for the issuance of
two Baskets (a “Basket” consists of 50,000 Shares).
The
sponsor of the Trust is abrdn ETFs Sponsor LLC (known as Aberdeen Standard ETFs Sponsor LLC prior to March 1, 2022) (the “Sponsor”).
The trustee of the Trust is The Bank of New York Mellon (the “Trustee”) and the custodian is JPMorgan Chase Bank N.A.,
London Branch (the “Custodian”).
The
Trust’s Shares at redeemable value decreased from $1,133,206,525 at December 31, 2021 to $1,096,553,007 at December 31,
2022, the Trust’s fiscal year end. Outstanding Shares in the Trust decreased from 12,700,000 at December 31, 2021 to 11,500,000
at December 31, 2022.
The
Trust is not managed like a corporation or an active investment vehicle. The Trust has no directors, officers or employees. It
does not engage in any activities designed to obtain a profit from or to improve the losses caused by changes in the price of platinum.
The platinum held by the Trust will only be delivered to pay the remuneration due to the Sponsor (the “Sponsor’s
Fee”), distributed to Authorized Participants (defined below) in connection with the redemption of Baskets or sold (1) on
an as-needed basis to pay Trust expenses not assumed by the Sponsor, (2) in the event the Trust terminates and liquidates its
assets, or (3) as otherwise required by law or regulation.
The
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under
such act. The Trust does not and will not hold or trade in commodities futures contracts, “commodity interests” or
any other instruments regulated by the Commodity Exchange Act (the “CEA”), as administered by the Commodity Futures
Trading Commission (the “CFTC”) and the National Futures Association (“NFA”). The Trust is not a commodity
pool for purposes of the CEA and the Shares are not “commodity interests,” and neither the Sponsor nor the Trustee
is subject to regulation as a commodity pool operator or a commodity trading advisor in connection with the Shares. The Trust
has no fixed termination date.
The
Sponsor of the registrant maintains an Internet website at www.abrdn.com/us/etf through which the registrant’s annual reports
on Form 10-K, quarterly reports on Form 10-Q, and amendments to those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are made available free of charge as soon as reasonably
practicable after they have been filed or furnished to the Securities and Exchange Commission (the “SEC”). Additional
information regarding the Trust may also be found on the SEC’s EDGAR database at www.sec.gov.
Trust
Objective
The
investment objective of the Trust is for the Shares to reflect the performance of the price of physical platinum bullion,
less the Trust's expenses. The Shares are intended to constitute a simple and cost-effective means of making an investment
similar to an investment in physical platinum. An investment in physical platinum requires expensive and sometimes complicated
arrangements in connection with the assay, transportation, warehousing and insurance of the metal. Traditionally, such expense
and complications have resulted in investments in physical platinum being efficient only in amounts beyond the reach of many
investors.
1
The
Shares are intended to provide institutional and retail investors with a simple and cost-efficient means, with minimal credit
risk, of gaining investment benefits similar to those of holding platinum bullion. The Shares offer an investment that:
• Easily
Accessible and Relatively Cost Effective . Investors can access the platinum bullion market through a traditional brokerage
account. The Sponsor believes that investors will be able to more effectively implement strategic and tactical asset allocation
strategies that use platinum bullion by using the Shares instead of using the traditional means of purchasing, trading and
holding platinum bullion and for many investors, transaction costs related to the Shares will be lower than those associated
with the purchase, storage and insurance of physical platinum bullion.
• Exchange
Traded and Transparent. The Shares trade on the NYSE Arca, providing investors with an efficient means to implement various
investment strategies. The Shares are eligible for margin accounts and are backed by the assets of the Trust and the Trust does
not hold or employ any derivative securities. Furthermore, the value of the Trust’s holdings are reported on the Trust’s
website daily.
•
Minimal Credit Risk . The Shares represent an interest in physical platinum owned by the Trust (other than an amount
held in unallocated form which is not sufficient to make up a whole plate of which is held temporarily to effect a creation
or redemption of Shares). Physical platinum of the Trust in the Custodian’s possession is not subject to borrowing
arrangements with third parties. Other than the platinum temporarily being held in an unallocated platinum account with
the Custodian, the physical platinum of the Trust is not subject to counterparty or credit risks. See “Risk Factors—Platinum
held in the Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account
is not segregated from the Custodian’s assets...” This contrasts with most other financial products that gain
exposure to platinum through the use of derivatives that are subject to counterparty and credit risks.
Investing
in the Shares does not insulate the investor from certain risks, including price volatility. See “Risk Factors.”
Overview
of the Platinum Industry
This
section provides a brief introduction to the platinum industry by looking at some of the key participants, detailing the primary
sources of demand and supply.
In
this annual report, the term “ounces” refers to troy ounces.
Platinum Group
Metals
Platinum
and palladium are the two best known metals of the six platinum group metals (“PGMs”). Platinum and palladium have
the greatest economic importance and are found in the largest quantities. The other four—iridium, rhodium, ruthenium and
osmium—are produced only as co-products of platinum and palladium.
PGMs
are found primarily in South Africa and Russia. South Africa is the world’s leading platinum producer and one of the largest
palladium producers. Russia is the largest producer of palladium and most production is concentrated in the Norilsk region. All
of South Africa’s production is sourced from the Bushveld Igneous Complex, which hosts the world’s largest resource
of PGMs. Together, South Africa and Russia accounted for over 84% of platinum supply in 2021.
World
Platinum Supply and Demand 2012-2021
The
following table sets forth a summary of the world platinum supply and demand from 2012 to 2021 and is based on information reported by Johnson Matthey, PGM Market Report.
(thousands of ounces)
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
Supply
South Africa
4,110
4,208
3,546
4,572
4,392
4,450
4,467
4,344
3,222
4,611
Russia
801
736
700
670
714
720
687
721
699
638
North America
306
318
340
339
370
368
346
360
331
276
Zimbabwe
337
410
401
400
489
466
474
451
482
465
Others
126
174
167
158
162
157
152
154
202
207
Total Supply
5,680
5,846
5,154
6,139
6,127
6,161
6,126
6,030
4,936
6,197
Demand by Application
Autocatalyst
3,158
2,937
3,062
3,273
3,339
3,061
2,815
2,598
2,045
2,353
Chemical
452
522
576
502
477
453
654
665
616
638
Dental & Biomedical
223
217
214
215
218
238
241
254
233
251
Electrical & Electronics
176
219
225
228
232
224
228
214
221
266
Glass
153
102
143
227
247
314
501
441
476
913
Investment
450
871
277
451
620
361
67
1,131
1,022
(28 )
Jewelry
2,783
2,984
2,839
2,746
2,413
2,385
2,258
2,073
1,656
1,478
Petroleum
112
146
172
140
186
228
379
258
335
236
Pollution Control
—
—
—
—
—
184
196
192
176
199
Other
395
419
468
494
535
530
531
542
417
446
Total Gross Demand
7,902
8,417
7,976
8,276
8,267
7,978
7,870
8,368
7,197
6,752
Recycling
Autocatalyst
(1,120 )
(1,199 )
(1,255 )
(1,136 )
(1,132 )
(1,249 )
(1,332 )
(1,389 )
(1,154 )
(1,235 )
Electrical
(22 )
(24 )
(28 )
(30 )
(32 )
(35 )
(38 )
(40 )
(38 )
(44 )
Jewellery
(895 )
(790 )
(762 )
(574 )
(738 )
(746 )
(699 )
(663 )
(510 )
(380 )
Total Recycling
(2,037 )
(2,013 )
(2,045 )
(1,740 )
(1,902 )
(2,030 )
(2,069 )
(2,092 )
(1,702 )
(1,659 )
Total Net Demand
5,865
6,404
5,931
6,536
6,365
5,948
5,801
6,276
5,495
5,093
Movements in Stocks
(185 )
(558 )
(777 )
(397 )
(238 )
213
325
(246 )
(559 )
1,104
Source: Johnson Matthey PGM Market Reports (2012 - 2022).
2
The
following are some of the main characteristics of the platinum market illustrated by the table:
The
main supplier of platinum is South Africa, providing over 74% of total mine supply in 2021. Russia is the second largest supplier
of platinum. Its share of world mine production has averaged around 12.1% of total mine supply over the past ten years. Scrap
supply from recycling of autocatalyst and other sources have accounted for about 25% over the last 10 years.
Over the past decade, jewelry demand for platinum peaked at 35.6% of total
demand in 2014. Jewelry demand has since declined to 21.9% of total demand in 2021, following a consistent downward trend. Autocatalyst
demand for platinum accounted for nearly 35% of total demand at the end of 2021. Following two consecutive years of growth, investment
demand fell from a high of 14.2% in 2020 into negative territory in 2021 at (0.41%). Glass demand more than doubled in 2021, reaching
a high of 13.52% of total demand. China accounted for more than 43% of the year over year increase, as Chinese glass companies purchased
record amounts of platinum for current and future expansion projects. Previously tracked under Autocatalyst demand, since 2017 pollution
control demand has increased from 2.31% to 2.95% of total demand. Pollution control demand captures the production demand of non-road
vehicles such as agricultural equipment and industrial machinery as well as small engines and stationary source emissions control in factories,
which use technology that is similar to autocatalysts.
Historical
Chart of the Price of Platinum
The
price of platinum is volatile and fluctuations are expected to have a direct impact on the value of the Shares. However, movements
in the price of platinum in the past are not a reliable indicator of future movements. The following chart illustrates the
movements in the price of an ounce of platinum in U.S. Dollars from December 31, 2012 to December 31, 2022 and is based on information
provided by Bloomberg:
Source: Bloomberg, abrdn.
Chart data from 12/31/2012 to 12/31/2022. Platinum Price = PLTMLNPM Index.
In 2012, platinum prices rose on the back of supply disruptions in
South Africa, which accounts for more than 72% of the world’s supply of platinum. A strike at one of South Africa’s biggest
platinum mines caused the price of platinum to rise from $1,387 to $1,709 per ounce in August 2012. At the beginning of 2013, Anglo American
Platinum, the world’s biggest producer of the metal, announced its intention to close four mine shafts and its consideration of
selling another mine complex as part of a radical overhaul of its South African operations. This statement prompted a strong reaction
on platinum prices, which rose from $1,656 to $1,736 per ounce in the days following the announcement, on fears of a further tightening
in platinum supply. However, platinum’s correlation to gold weighed on platinum prices in 2013 overall. Prolonged strikes at South
African mines in 2014 led to the deepest supply deficit in platinum since 1975 (the earliest date we have supply and demand data). However,
that failed to arrest the price slide which saw prices fall 11% in 2014, highlighting the extent of negative sentiment towards industrially-exposed
precious metals. Despite autocatalyst demand for platinum increasing in 2015, tightening nitrogen oxide emission standards have led to
pessimism about the future demand for platinum-heavy diesel autocatalysts relative to palladium-heavy gasoline autocatalysts. Further
pessimistic outlook for South Africa’s economy and its currency the South African Rand weighed on platinum prices throughout 2017,
and platinum continued to fall in 2018 driven by lackluster investor sentiment, a stronger US dollar, weaker diesel demand and rising
mine supply. Platinum prices bounced back, rising 19.9% to $952 per ounce at the end of 2019. After seeing the price fall as low as $593
per ounce on March 19, 2020, platinum rebounded from pandemic lows and finished the year at $1,068 per ounce. The steep climb in palladium
price has led some investors to conclude that platinum appears under-valued, in view of its potential to substitute for palladium in automotive
applications in the future. Additionally, the outlook for mining in South Africa is increasingly uncertain, with producers facing steep
increases in electricity prices, periodic disruption to power supplies and a risk of industrial action during forthcoming wage negotiations.
Similarly to other precious metals, platinum took a back seat to risky assets during 2021 as it returned -10% (as of December 31, 2021).
The autocatalyst market took a major step back in 2020, largely related to the pandemic, which was a major reason for the negative price
performance in 2021.
The price of Platinum reached as high as $1,151 per ounce on
March 8, 2022, as Russian’s invasion of Ukraine, production bottlenecks and supply constraints pushed prices higher. However,
while each of the precious metals (Gold, Silver, Palladium) saw prices fluctuate throughout the year, Platinum’s volatility
was much more pronounced within the first quarter as the price fell roughly 15% by March 31st, to close the first quarter at $983
per ounce. Aggressive interest rate hikes by the U.S. Federal Reserve, a strong U.S. Dollar and risks of diminishing global economic
growth exerted additional pressure on prices, as the price of platinum fell as low as $831 per ounce on July 14 th , 2022.
Through the end of the year, increasing autocatalyst demand and a growing substitution of platinum for palladium contributed to
ongoing physical market tightness, despite a global surplus, which saw the price of platinum increase roughly 24% from July
14 th through December 31 st . As a result of the rally to end the year, Platinum was the strongest performing
precious metal in 2022, as the spot price increased 7.5% to $1,031/oz. during the year.
3
Operation
of the Platinum Market
The
global trade in platinum consists of Over-the-Counter (“OTC”) transactions in spot, forwards, and options and
other derivatives, together with exchange-traded futures and options.
Global
Over-The-Counter Market
The
OTC market trades on a 24-hour per day continuous basis and accounts for most global platinum trading. Market makers, as well
as others in the OTC market, trade with each other and with their clients on a principal-to-principal basis. All risks and issues
of credit are between the parties directly involved in the transaction. Market makers include the market making members of the
London Platinum and Palladium Market (“LPPM”), the trade association that acts as the coordinator for activities conducted
on behalf of its members and other participants in the LPPM. Five member participants of the LPPM are currently participating
in the electronic LME PM Fix (as described below) process administered by the London Metal Exchange (“LME”). The OTC
market provides a relatively flexible market in terms of quotes, price, size, destinations for delivery and other factors. Bullion
dealers customize transactions to meet clients’ requirements. The OTC market has no formal structure and no open outcry
meeting place.
The
main centers of the OTC market are London, New York, Hong Kong and Zurich. Mining companies, manufacturers of jewelry and industrial
products, together with investors and speculators, tend to transact their business through one of these market centers. Centers
such as Dubai and several cities in the Far East also transact substantial OTC market business, typically involving jewelry and
small plates or ingots (1 kilogram or less) and will hedge their exposure by selling into one of these main OTC centers. Precious
metals dealers have offices around the world and most of the world’s major bullion dealers are either members or associate
members of the London Bullion Market Association (“LBMA”) and/or the LPPM. In the OTC market, the standard size of
platinum trades between market makers is 1,000 ounces.
Liquidity
in the OTC market can vary from time to time during the course of the 24-hour trading day. Fluctuations in liquidity are reflected
in adjustments to dealing spreads—the differential between a dealer’s “buy” and “sell” prices.
The period of greatest liquidity in the platinum market generally occurs at the time of day when trading in the European time
zones overlaps with trading in the United States, which is when OTC market trading in London, New York, Zurich and other centers
coincides with futures and options trading on the Commodity Exchange, Inc. (“COMEX”), a designated contract market
within the CME Group. This period lasts for approximately four hours each New York business day morning.
The
Platinum Market
The
Zurich and London Platinum Bullion Market
Although
the market for physical platinum is distributed globally, most platinum is stored and most OTC market trades are cleared through
Zurich. As of September 1, 2009, London also serves as a center for the clearing of OTC trades in platinum. In addition to coordinating
market activities, the LPPM acts as the principal point of contact between the market and its regulators. A primary function of
the LPPM is its involvement in the promotion of refining standards by maintenance of the “London/Zurich Good Delivery Lists,”
which are the lists of LPPM accredited refiners of platinum. The LPPM also coordinates market clearing and vaulting, promotes
good trading practices and develops standard documentation.
Platinum
is traded generally on a “loco Zurich” basis, meaning the precious metal is physically held in vaults in Zurich or
is transferred into accounts established in Zurich. As of September 1, 2009, platinum began trading on a “loco London”
basis as well, meaning the precious metal is physically held in vaults in London or is transferred into accounts established in
London. The basis for settlement and delivery of a loco Zurich spot trade is payment (generally in U.S. Dollars) two business
days after the trade date against delivery. Delivery of the platinum can either be by physical delivery or through the clearing
systems to an unallocated account.
The
unit of trade in London and Zurich is the troy ounce, whose conversion between grams is: 1,000 grams is equivalent to 32.1507465
troy ounces, and one troy ounce is equivalent to 31.1034768 grams. A good delivery platinum plate or ingot is acceptable for delivery
in settlement of a transaction on the OTC market (a “Good Delivery Platinum Plate or Ingot”). A Good Delivery Platinum
Plate or Ingot must contain between 32 and 192 troy ounces of platinum with a minimum fineness (or purity) of 999.5 parts per
1,000 (99.95%), be of good appearance, and be easy to handle and stack. The platinum content of a platinum Good Delivery Platinum
Plate or Ingot is calculated by multiplying the gross weight by the fineness of the plate or ingot. A Good Delivery Platinum Plate
or Ingot must also bear the stamp of one of the refiners who are on the LPPM approved list. Unless otherwise specified, the platinum
spot price always refers to the “Good Delivery Standards” set by the LPPM. Business is generally conducted over the
phone and through electronic dealing systems.
4
Since
December 1, 2014, the LME has been administering the operation of an electronic platinum bullion price fixing systems (“LMEbullion”)
that replicates electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium
Fixing Company Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions
at the fixed prices established by the LME pricing mechanism. The LME’s electronic price fixing processes, like the previous
London platinum fix processes, establishes and publishes fixed prices for troy ounces of platinum twice each London trading day
during fixing sessions beginning at 9:45 a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME
PM Fix”). In addition to utilizing the same London platinum fix standards and methods, the LME also supervises the platinum
electronic price fixing processes through its market operations, compliance, internal audit and third-party complaint handling
capabilities in order to support the integrity of the LME PM Fix. The LME, in administering LMEbullion, uses a pricing methodology
that meets the administrative and regulatory needs of platinum market participants, including the International Organization of
Securities Commissions’ (IOSCO) Principles for Financial Benchmarks, (the “IOSCO Principles”).
Daily
during London trading hours the LME AM Fix and the LME PM Fix each provide reference platinum prices for that day’s trading.
Many long-term contracts are priced on the basis of either the LME AM Fix or the LME PM Fix, and market participants will usually
refer to one or the other of these prices when looking for a basis for valuations. The Trust values its platinum on the basis
of the LME PM Fix.
The
LME PM Fix results from LMEbullion. Formal participation in the LME PM Fix is limited to participating LPPM members. Five LPPM
member participants are currently participating in establishing the LME PM Fix (Goldman Sachs International, HSBC Bank USA NA,
ICBC Standard Bank plc, Johnson Matthey plc and BASF Metals Ltd.). Any other market participant wishing to participate in the
trading on the LME PM Fix is required to do so through one of the participating LPPM members.
Orders
are placed either with one of the participating LPPM member participants or with another precious metals dealer who will then
be in contact with a participating LPPM member during the fixing. The fix begins with the chair of the pricing function submitting
an opening price into the administration screen in LMEbullion, reflecting the market price and other data, prevailing at the opening
of the fix. This is relayed by the LPPM member participants to their dealing rooms which have direct communication with all interested
parties. Any member participant may enter the fixing process at any time, or adjust or withdraw his order. The platinum price
is adjusted up or down until all the buy and sell orders are electronically matched, at which time the price is declared fixed.
All orders are transacted on the basis of this fixed price, which is instantly relayed to the market through various media.
The
LBMA and the LME have asserted that the LME’s electronic price fixing processes are similar to the non-electronic processes
previously used to establish the applicable London platinum fix where the London platinum fix process adjusted the platinum price
up or down until all the buy and sell orders entered by the participating LPPM members are matched, at which time the price was
declared fixed. Nevertheless, the LME PM Fix has several advantages over the previous London platinum fix. The LME’s electronic
price fixing processes are intended to be transparent. The LME asserts that its electronic price fixing processes are fully auditable
by third parties since an audit trail exists from the beginning of each fixing session. The LME also asserts that the market operation,
compliance, internal audit and third-party complaint handling capabilities of the LME will support the integrity of the LME PM
Fix.
Since
December 1, 2014, the Sponsor determined that the London platinum fix, which has been revised based on the new LME method and
is now known as the LBMA Platinum Price (PM), which we refer to herein as the LME PM Fix, is an appropriate basis for valuing
platinum bullion received upon purchase of the Trust’s Shares, delivered upon redemption of the Trust’s Shares and
for determining the value of the Trust’s platinum bullion each trading day. The “Benchmark Price” (as defined
in the Trust Agreement) of the Trust’s platinum bullion as of any day is the LME PM Fix for such day.
5
As
of December 1, 2014, the LPPFCL transferred the ownership of the historic and future intellectual property of the twice daily
“fix” for platinum and palladium bullion to a subsidiary company of the LBMA.
Futures
Exchanges
The
most significant platinum futures exchanges are the COMEX, a designated contract market within the CME Group, a designated contract market within the CME Group, and the
Tokyo Commodity Exchange, Inc. (“TOCOM”). The COMEX is the largest exchange in the world for trading precious metals
futures and options and launched platinum futures in 1956, followed with options in 1990. The TOCOM has been trading platinum
since 1984. Trading on these exchanges is based on fixed delivery dates and transaction sizes for the futures and options contracts
traded. Trading costs are negotiable. As a matter of practice, only a small percentage of the futures market turnover ever comes
to physical delivery of the platinum represented by the contracts traded. Both exchanges permit trading on margin. Margin trading
can add to the speculative risk involved given the potential for margin calls if the price moves against the contract holder.
The COMEX trades platinum futures almost continuously (with one short break in the evening) through its CME Globex electronic
trading system and clears through its central clearing system. On June 6, 2003, the TOCOM adopted a similar clearing system. In
each case, the exchange acts as a counterparty for each member for clearing purposes.
Market
Regulation
The
global platinum markets are overseen and regulated by both governmental and self-regulatory organizations. In addition, certain
trade associations have established rules and protocols for market practices and participants. In the United Kingdom, responsibility
for the regulation of the financial market participants, including the major participating members of the LPPM falls under
the authority of the Financial Conduct Authority ("FCA") as provided by the Financial Services and Markets
Act 2000 (“FSM Act”). Under this act, all UK-based banks, together with other investment firms, are subject to a range
of requirements, including fitness and properness, capital adequacy, liquidity, and systems and controls.
The
FCA is responsible for regulating investment products, including derivatives, and those who deal in investment products. Regulation
of spot, commercial forwards, and deposits of platinum not covered by the FSM Act is provided for by The London Code of Conduct
for Non-Investment Products, which was established by market participants in conjunction with the Bank of England.
The
TOCOM has authority to perform financial and operational surveillance on its members’ trading activities, scrutinize positions
held by members and large-scale customers, and monitor the price movements of futures markets by comparing them with cash and
other derivative markets’ prices. To act as a Futures Commission Merchant Broker on the TOCOM, a broker must obtain a license
from Japan’s Ministry of Economy, Trade and Industry (“METI”), the regulatory authority that oversees the operations
of the TOCOM.
The
CFTC regulates trading in commodity contracts, such as futures, options and swaps. In addition, under the CEA, the CFTC has jurisdiction
to prosecute manipulation and fraud in any commodity (including precious metals) traded in interstate commerce as spot as well
as deliverable forwards. The CFTC is the exclusive regulator of U.S. commodity exchanges and clearing houses.
Secondary
Market Trading
While
the Trust’s investment objective is for the Shares to reflect the performance of platinum bullion, less the expenses of
the Trust, the Shares may trade in the secondary market on the NYSE Arca at prices that are lower or higher relative to their
net asset value (the value of the Trust’s assets less its liabilities (“NAV”)) per Share. The amount of the
discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent trading hours between
the NYSE Arca, COMEX and the London and Zurich platinum markets. While the Shares trade on the NYSE Arca until 4:00
PM New York time, liquidity in the global platinum markets is reduced after the close of the COMEX at 1:30 PM New York time.
As a result, during this time, trading spreads, and the resulting premium or discount, on the Shares may widen.
6
Valuation
of Platinum and Computation of Net Asset Value
On
each day that the NYSE Arca is open for regular trading, as promptly as practicable after 4:00 PM New York time, on such day (“Evaluation
Time”), the Trustee evaluates the platinum held by the Trust and determines both the average net asset value (“ANAV”)
and the NAV of the Trust.
At
the Evaluation Time, the Trustee values the Trust’s platinum on the basis of that day’s LME PM Fix or, if no LME PM
Fix is made on such day, the next most recent LME PM Fix determined prior to the Evaluation Time will be used, unless the Sponsor
determines that such price is inappropriate as a basis for evaluation. In the event the Sponsor determines that the LME PM Fix
or such other publicly available price as the Sponsor may deem fairly represents the commercial value of the Trust’s platinum
is not an appropriate basis for evaluation of the Trust’s platinum, it shall identify an alternative basis for such evaluation
to be employed by the Trustee. Neither the Trustee nor the Sponsor shall be liable to any person for the determination that the
LME PM Fix or such other publicly available price is not appropriate as a basis for evaluation of the Trust’s platinum or
for any determination as to the alternative basis for such evaluation provided that such determination is made in good faith.
See “Operation of the Platinum Market—The Platinum Market” for a description of the LME PM Fix.
Once
the value of the platinum has been determined, the Trustee subtracts all estimated accrued but unpaid fees (other than the
fees accruing for such day on which the valuation takes place which are computed by reference to the value of the Trust or its
assets), expenses and other liabilities of the Trust from the total value of the platinum and any other assets of the
Trust. The resulting figure is the ANAV of the Trust. The ANAV of the Trust is used to compute the Sponsor’s Fee.
All
fees accruing for the day on which the valuation takes place which are computed by reference to the value of the Trust or
its assets are calculated using the ANAV calculated for such day. The Trustee subtracts from the ANAV the amount of accrued fees
so computed for such day and the resulting figure is the NAV of the Trust. The Trustee also determines the NAV per Share
by dividing the NAV of the Trust by the number of the Shares outstanding as of the close of trading on the NYSE Arca (which includes
the net number of any Shares created or redeemed on such evaluation day).
Any
estimate of the accrued but unpaid fees, expenses and liabilities of the Trust for purposes of computing the NAV of the Trust
and ANAV made by the Trustee in good faith shall be conclusive upon all persons interested in the Trust and no revision or correction
in any computation made under the Trust Agreement will be required by reason of any difference in amounts estimated from those
actually paid.
The
Sponsor and the Shareholders may rely on any evaluation furnished by the Trustee, and the Sponsor has no responsibility for the
evaluation’s accuracy. The determinations the Trustee makes will be made in good faith upon the basis of, and the Trustee
will not be liable for any errors contained in, information reasonably available to it. The Trustee will not be liable to the
Sponsor, DTC, Authorized Participants, the Shareholders or any other person for errors in judgment. However, the preceding liability
exclusion will not protect the Trustee against any liability resulting from bad faith or gross negligence in the performance of
its duties.
Trust
Expenses
The
Trust’s only ordinary recurring expense is the Sponsor’s Fee. In exchange for the Sponsor’s Fee, the Sponsor
has agreed to assume the following administrative and marketing expenses incurred by the Trust: the Trustee’s monthly fee
and out-of-pocket expenses, the Custodian’s fee and reimbursement of the Custodian’s expenses under the Custody Agreements,
Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses.
7
The
Sponsor’s Fee accrues daily at an annualized rate equal to 0.60% of the ANAV of the Trust and is payable monthly in arrears.
The Sponsor, from time to time, may temporarily waive all or a portion of the Sponsor’s Fee at its discretion for a stated
period of time. Presently, the Sponsor does not intend to waive any of its fee.
Furthermore,
the Sponsor may, in its sole discretion, agree to rebate all or a portion of the Sponsor’s Fee attributable to Shares held
by certain institutional investors subject to minimum Shareholding and lock up requirements as determined by the Sponsor to foster
stability in the Trust’s asset levels. Any such rebate will be subject to negotiation and written agreement between the
Sponsor and the investor on a case by case basis. The Sponsor is under no obligation to provide any rebates of the Sponsor’s
Fee. Neither the Trust nor the Trustee will be a party to any Sponsor’s Fee rebate arrangements negotiated by the Sponsor.
Any Sponsor’s Fee rebate shall be paid from the funds of the Sponsor and not from the assets of the Trust.
The
Sponsor’s Fee is paid by delivery of platinum to an account maintained by the Custodian for the Sponsor on an unallocated
basis, monthly on the first business day of the month in respect of fees payable for the prior month. The delivery is of that
number of ounces of platinum which equals the daily accrual of the Sponsor’s Fee for such prior month calculated at the
LME PM Fix.
The
Trustee will, when directed by the Sponsor, and, in the absence of such direction, may, in its discretion, sell platinum in such
quantity and at such times as may be necessary to permit payment in cash of Trust expenses not assumed by the Sponsor. The Trustee
is authorized to sell platinum at such times and in the smallest amounts required to permit such payments as they become due,
it being the intention to avoid or minimize the Trust’s holdings of assets other than platinum. Accordingly, the amount
of platinum to be sold will vary from time to time depending on the level of the Trust’s expenses and the market price of platinum.
The Custodian is authorized to purchase from the Trust, at the request of the Trustee, platinum needed to cover Trust expenses
not assumed by the Sponsor at the price used by the Trustee to determine the value of the platinum held by the Trust on the date
of the sale.
The
Sponsor’s Fee for the year ended December 31, 2022 was $6,556,049 (December 31, 2021: $8,241,060; December 31, 2020: $5,187,040).
Cash
held by the Trustee pending payment of the Trust’s expenses will not bear any interest. Each delivery or sale of platinum by the Trust to pay the Sponsor's Fee or other Trust expenses will be a taxable event to Shareholders.
Creation
and Redemption of Shares
The
Trust creates and redeems Shares from time to time, but only in one or more Baskets of 50,000 Shares. The creation and redemption
of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of the amount of platinum
represented by the Baskets being created or redeemed, the amount of which is based on the combined NAV of the number of Shares
included in the Baskets being created or redeemed determined on the day the order to create or redeem Baskets is properly received.
Authorized
Participants are the only persons that may place orders to create and redeem Baskets. Authorized Participants must be (1) registered
broker-dealers or other securities market participants, such as banks and other financial institutions, which are not required
to register as broker-dealers to engage in securities transactions, and (2) participants in DTC. To become an Authorized Participant,
a person must enter into an Authorized Participant Agreement with the Sponsor and the Trustee. The Authorized Participant Agreement
provides the procedures for the creation and redemption of Baskets and for the delivery of the platinum and any cash required
for such creations and redemptions. The Authorized Participant Agreement and the related procedures attached thereto may be amended
by the Trustee and the Sponsor, without the consent of any Shareholder or Authorized Participant. Authorized Participants pay
a transaction fee of $500 to the Trustee for each order they place to create or redeem one or more Baskets. Authorized Participants
who make deposits with the Trust in exchange for Baskets receive no fees, commissions or other form of compensation or inducement
of any kind from either the Sponsor or the Trust for serving as an Authorized Participant, and no such person has any obligation
or responsibility to the Sponsor or the Trust to effect any sale or resale of Shares.
8
Authorized
Participants are cautioned that some of their activities will result in their being deemed participants in a distribution in a
manner which would render them statutory underwriters and subject them to the prospectus-delivery and liability provisions of
the Securities Act, as described in “Plan of Distribution.”
Prior
to initiating any creation or redemption order, an Authorized Participant must have entered into an agreement with the Custodian
or a platinum clearing bank to establish an Authorized Participant Unallocated Account in London or Zurich (Authorized Participant
Unallocated Bullion Account Agreement). Platinum held in Authorized Participant Unallocated Accounts is typically not segregated
from the Custodian’s or other platinum clearing bank’s assets, as a consequence of which an Authorized Participant
will have no proprietary interest in any specific plates or ingots of platinum held by the Custodian or the platinum
clearing bank. Credits to its Authorized Participant Unallocated Account are therefore at risk of the Custodian’s or other platinum
clearing bank’s insolvency. No fees will be charged by the Custodian for the use of the Authorized Participant Unallocated
Account as long as the Authorized Participant Unallocated Account is used solely for platinum transfers to and from the Trust
Unallocated Account and the Custodian (or one of its affiliates) receives compensation for maintaining the Trust Allocated Account.
Authorized Participants should be aware that the Custodian’s liability threshold under the Authorized Participant Unallocated
Bullion Account Agreement is generally gross negligence, not negligence, which is the Custodian’s liability threshold under
the Trust’s Custody Agreements.
As
the terms of the Authorized Participant Unallocated Bullion Account Agreement differ in certain respects from the terms of the
Trust Unallocated Account Agreement, potential Authorized Participants should review the terms of the Authorized Participant Unallocated
Bullion Account Agreement carefully. A copy of the Authorized Participant Agreement may be obtained by potential Authorized Participants
from the Trustee.
Certain
Authorized Participants are expected to have the facility to participate directly in the physical platinum market and the
platinum futures market. In some cases, an Authorized Participant may from time to time acquire platinum from or sell platinum
to its affiliated platinum trading desk, which may profit in these instances. Each Authorized Participant must be registered
as a broker-dealer under the Securities Exchange Act of 1934 (Exchange Act) and regulated by FINRA or be exempt from being or
otherwise not be required to be so regulated or registered, and be qualified to act as a broker or dealer in the states or
other jurisdictions where the nature of its business so requires. Certain Authorized Participants are regulated under federal
and state banking laws and regulations. Each Authorized Participant has its own set of rules and procedures, internal controls
and information barriers as it determines is appropriate in light of its own regulatory regime.
Authorized
Participants may act for their own accounts or as agents for broker-dealers, custodians and other securities market participants
that wish to create or redeem Baskets. An order for one or more Baskets may be placed by an Authorized Participant on behalf of
multiple clients. As of the date of this report, Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities
(USA) LLC, J.P. Morgan Securities LLC, Merrill Lynch Professional Clearing Corp., Morgan Stanley & Co. LLC, Scotia Capital
(USA) LLC, UBS Securities LLC, Virtu Americas, LLC and Mizuho Securities USA LLC have each signed an Authorized Participant
Agreement with the Trust and, upon the effectiveness of such agreement, may create and redeem Baskets as described above. Persons
interested in purchasing Baskets should contact the Sponsor or the Trustee to obtain the contact information for the Authorized
Participants. Shareholders who are not Authorized Participants will only be able to redeem their Shares through an Authorized
Participant.
All platinum
is delivered to the Trust and distributed by the Trust in unallocated form through credits and debits between Authorized Participant
Unallocated Accounts and the Trust Unallocated Account. Platinum transferred from an Authorized Participant Unallocated Account
to the Trust in unallocated form will first be credited to the Trust Unallocated Account. Thereafter, the Custodian will allocate,
or cause the allocation by the Zurich Sub-Custodian of, specific plates or ingots of platinum representing the amount of platinum
credited to the Trust Unallocated Account (to the extent such amount is representable by whole platinum plates or ingots) to the
Trust Allocated Account. The movement of platinum is reversed for the distribution of platinum to an Authorized Participant
in connection with the redemption of Baskets.
9
All
physical platinum represented by a credit to any Authorized Participant Unallocated Account and to the Trust Unallocated
Account and all physical platinum held in the Trust Allocated Account with the Custodian or for the Custodian by the Zurich
Sub-Custodian must be of at least a minimum fineness (or purity) of 999.5 parts per 1,000 (99.95%) and otherwise conform to the
rules, regulations practices and customs of the LPPM, including the specifications for a Good Delivery Platinum Plate or Ingot.
Under
the Authorized Participant Agreement, the Sponsor has agreed to indemnify the Authorized Participants against certain liabilities,
including liabilities under the Securities Act.
Loco
London & Loco Zurich Platinum Delivery Elections. Authorized Participants can elect to deliver platinum loco London or
loco Zurich in connection with the creation of a Basket. Authorized Participants can also elect to receive delivery of platinum
loco London or loco Zurich in connection with the redemption of a Basket. A Basket creation order that elects a loco London or
loco Zurich delivery of platinum will cause the Custodian to effect an allocation of such platinum to the Trust Allocated Account
maintained by the Custodian in its London vault premises or by the Zurich Sub-Custodian in its Zurich vault premises. Likewise,
a Basket redemption order that elects a loco London or loco Zurich delivery of platinum will cause the Custodian to effect a de-allocation
of platinum necessary to satisfy such redemption requests from the Trust Allocated Account maintained by the Custodian to the
Trust Unallocated Account.
In
the event that there is not sufficient platinum in the Trust Allocated Account in London to satisfy loco London redemptions, the
Custodian shall cause the Zurich Sub-Custodian to de-allocate sufficient platinum held in the Trust Allocated Account in Zurich
and cause a transfer of platinum from the Trust Unallocated Account maintained by the Custodian in Zurich to the Authorized Participant
Unallocated Account maintained in London. Likewise, in the event that there is not sufficient platinum in the Trust Allocated
Account in Zurich to satisfy loco Zurich redemptions, the Custodian will initiate the reverse procedure to transfer platinum from
London to Zurich. These transfers between London and Zurich unallocated accounts will generally occur pursuant to loco swap arrangements
and will not expose the Authorized Participant or the Trust to any additional expense. The Custodian has assumed the responsibility
and expenses for loco swap transfers and shall bear any risk of loss related to the platinum being transferred. If no loco swap
counterparty is available, the Custodian shall arrange, at its own expense and risk, for the physical transportation of platinum
between the Zurich Sub-Custodian's Zurich vault premises and the Custodian's London vault premises. If such a loco swap or physical
transfer is necessary to effect a loco London or loco Zurich redemption, the settlement of loco London or loco Zurich redemption
deliveries may be delayed more than two, but not more than five, business days. The Custodian, in its sole discretion, has the
right to limit the location where Authorized Participants can elect to receive delivery of platinum to either loco London or loco
Zurich.
The
following description of the procedures for the creation and redemption of Baskets is only a summary and an investor should refer
to the relevant provisions of the Trust Agreement and the form of Authorized Participant Agreement for more detail.
Creation
Procedures
On
any business day, an Authorized Participant may place an order with the Trustee to create one or more Baskets. Creation and redemption
orders are accepted on “business days” the NYSE Arca is open for regular trading. Settlements of such orders requiring
receipt or delivery, or confirmation of receipt or delivery, of platinum in the United Kingdom, Zurich or another jurisdiction
will occur on “business days” when (1) banks in the United Kingdom, Zurich and such other jurisdiction and (2) the
London and Zurich platinum markets are regularly open for business. If such banks or the London or Zurich platinum markets are
not open for regular business for a full day, such a day will only be a “business day” for settlement purposes if
the settlement procedures can be completed by the end of such day. Redemption settlements including platinum deliveries loco London
may be delayed longer than two, but no more than five, business days following the redemption order date. Settlement of orders
requiring receipt or delivery, or confirmation of receipt or delivery, of Shares will occur, after confirmation of the applicable
platinum delivery, on “business days” when the NYSE Arca is open for regular trading. In the event of a level 3 market-wide
circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide trading halt is
considered the close of regular trading and no creation orders for the current trade date will be accepted after that time (the
“cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders should be
placed in proper form on the following business day. Purchase orders must be placed no later than 3:59:59 p.m. on each business
day the NYSE Arca is open for regular trading.
10
By
placing a purchase order, an Authorized Participant agrees to deposit platinum with the Trust. Prior to the delivery of Baskets
for a purchase order, the Authorized Participant must also have wired to the Trustee the non-refundable transaction fee due for
the purchase order.
Determination
of required deposits
The
amount of the required platinum deposit is determined by dividing the number of ounces of platinum held by the Trust by the number
of Baskets outstanding, as adjusted for the amount of platinum constituting estimated accrued but unpaid fees and expenses of
the Trust.
Fractions
of a fine ounce of platinum smaller than 0.001 of a fine ounce which are included in the platinum deposit amount are disregarded
in the foregoing calculation. All questions as to the composition of a Creation Basket Deposit will be finally determined by the
Trustee. The Trustee’s determination of the Creation Basket Deposit shall be final and binding on all persons interested
in the Trust.
Delivery
of required deposits
An
Authorized Participant who places a purchase order is responsible for crediting its Authorized Participant Unallocated Account
with the required platinum deposit amount by the second business day in London or Zurich following the purchase order date. Upon
receipt of the platinum deposit amount, the Custodian, after receiving appropriate instructions from the Authorized Participant
and the Trustee, will transfer on the second business day following the purchase order date the platinum deposit amount from the
Authorized Participant Unallocated Account to the Trust Unallocated Account and the Trustee will direct DTC to credit the number
of Baskets ordered to the Authorized Participant’s DTC account. The expense and risk of delivery, ownership and safekeeping
of platinum until such platinum has been received by the Trust shall be borne solely by the Authorized Participant. The Trustee
may accept delivery of platinum by such other means as the Sponsor, from time to time, may determine with the Trustee to be acceptable
for the Trust, provided that the same is disclosed in a prospectus relating to the Trust filed with the SEC pursuant to Rule 424
under the Securities Act. If platinum is to be delivered other than as described above, the Sponsor is authorized to establish
such procedures and to appoint such custodians and establish such custody accounts in addition to those described in this report,
as the Sponsor determines to be desirable.
Acting
on standing instructions given by the Trustee, the Custodian will transfer the platinum deposit amount from the Trust Unallocated
Account to the Trust Allocated Account by transferring platinum plates and ingots from its inventory or the inventory of the Zurich
Sub-Custodian to the Trust Allocated Account. The Custodian uses commercially reasonable efforts to complete the transfer of platinum
to the Trust Allocated Account prior to the time by which the Trustee is to credit the Basket to the Authorized Participant’s
DTC account; if, however, such transfers have not been completed by such time, the number of Baskets ordered will be delivered
against receipt of the platinum deposit amount in the Trust Unallocated Account, and all Shareholders will be exposed to the risks
of unallocated platinum to the extent of that platinum deposit amount until the Custodian completes the allocation process or
the Zurich Sub-Custodian completes the allocation process for the Custodian. See “Risk Factors—Platinum held in the
Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account is not segregated
from the Custodian’s assets.....”
Because
platinum is allocated only in multiples of whole plates or ingots, the amount of platinum allocated from the Trust Unallocated
Account to the Trust Allocated Account may be less than the total fine ounces of platinum credited to the Trust Unallocated Account.
Any balance will be held in the Trust Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the
amount of platinum held in the Trust Unallocated Account; no more than 192 ounces of platinum (maximum weight to make one Good
Delivery Platinum Plate or Ingot) is expected to be held in the Trust Unallocated Account at the close of each business day.
11
Rejection
of purchase orders
The
Trustee may reject a purchase order or a Creation Basket Deposit if such order or Creation Basket Deposit is not presented in
proper form as described in the Authorized Participant Agreement or if the fulfillment of the order, in the opinion of counsel,
might be unlawful. None of the Trustee, the Sponsor or the Custodian will be liable for the rejection of any purchase order or
Creation Basket Deposit.
Redemption
Procedures
The
procedures by which an Authorized Participant can redeem one or more Baskets mirror the procedures for the creation of Baskets.
On any business day, an Authorized Participant may place an order with the Trustee to redeem one or more Baskets. Redemption orders
must be placed no later than 3:59:59 p.m. on each business day the NYSE Arca is open for regular trading. In the event of a level
3 market-wide circuit breaker resulting in a trading halt for the remainder of the trading day, the time of the market-wide trading
halt is considered the close of regular trading and no redemption orders for the current trade date will be accepted after that
time (the “cutoff”). Orders placed after the cutoff will be deemed to be rejected and will not be processed. Orders
should be placed in proper form on the following business day. A redemption order so received is effective on the date it is received
in proper form by the Trustee. The redemption procedures allow Authorized Participants to redeem Baskets and do not entitle an
individual Shareholder to redeem any Shares in an amount less than a Basket, or to redeem Baskets other than through an Authorized
Participant.
By
placing a redemption order, an Authorized Participant agrees to deliver the Baskets to be redeemed through DTC’s book entry
system to the Trust not later than the second business day following the effective date of the redemption order. Prior to the
delivery of the redemption distribution for a redemption order, the Authorized Participant must also have wired to the Trustee
the non-refundable transaction fee due for the redemption order.
Determination
of redemption distribution
The
redemption distribution from the Trust consists of a credit to the redeeming Authorized Participant’s Authorized Participant
Unallocated Account representing the amount of the platinum held by the Trust evidenced by the Shares being redeemed. Fractions
of a fine ounce of platinum included in the redemption distribution smaller than 0.001 of a fine ounce are disregarded. Redemption
distributions will be subject to the deduction of any applicable tax or other governmental charges which may be due.
Delivery
of redemption distribution
The
redemption distribution due from the Trust will be delivered to the Authorized Participant on the second business day following
a loco Zurich redemption order date if, by 10:00 a.m. New York time on such second business day, the Trustee’s DTC account
has been credited with the Baskets to be redeemed. The redemption distribution due from the Trust will be delivered to the Authorized
Participant on or before the fifth business day following a loco London redemption order date if, by 10:00 a.m. New York time
on the second business day after the loco London redemption order date, the Trustee’s DTC account has been credited with
the Baskets to be redeemed. If a loco swap or physical transfer is necessary to effect a loco London or loco Zurich redemption,
the redemption distribution due from the Trust will be delivered to the Authorized Participant on or before the fifth business
day following such a loco London or loco Zurich redemption order date if, by 10:00 a.m. New York time on the second business day
after the loco London or loco Zurich redemption order date, the Trustee’s DTC account has been credited with the Baskets
to be redeemed. In the event that, by 10:00 a.m. New York time on the second business day following the order date of a redemption
order, the Trustee’s DTC account has not been credited with the total number of Shares corresponding to the total number
of Baskets to be redeemed pursuant to such redemption order, the Trustee shall send to the Authorized Participant and the Custodian
via fax or electronic mail message notice of such fact and the Authorized Participant shall have two business days following receipt
of such notice to correct such failure. If such failure is not cured within such two business day period, the Trustee (in consultation
with the Sponsor) will cancel such redemption order and will send via fax or electronic mail message notice of such cancellation
to the Authorized Participant and the Custodian, and the Authorized Participant will be solely responsible for all costs incurred
by the Trust, the Trustee or the Custodian related to the cancelled order. The Trustee is also authorized to deliver the redemption
distribution notwithstanding that the Baskets to be redeemed are not credited to the Trustee’s DTC account by 10:00 a.m.
New York time on the second business day following the redemption order date if the Authorized Participant has collateralized
its obligation to deliver the Baskets through DTC’s book entry system on such terms as the Sponsor and the Trustee may from
time to time agree upon.
12
The
Custodian transfers the redemption platinum amount from the Trust Allocated Account to the Trust Unallocated Account and, thereafter,
to the redeeming Authorized Participant’s Authorized Participant Unallocated Account. The Authorized Participant and the
Trust are each at risk in respect of platinum credited to their respective unallocated accounts in the event of the Custodian’s
insolvency. See “Risk Factors—Platinum held in the Trust’s unallocated platinum account and any Authorized Participant’s
unallocated platinum account is not segregated from the Custodian’s assets.....”
As
with the allocation of platinum to the Trust Allocated Account which occurs upon a purchase order, if in transferring platinum
from the Trust Allocated Account to the Trust Unallocated Account in connection with a redemption order there is an excess amount
of platinum transferred to the Trust Unallocated Account, the excess over the platinum redemption amount will be held in the Trust
Unallocated Account. The Custodian uses commercially reasonable efforts to minimize the amount of platinum held in the Trust Unallocated
Account; no more than 192 ounces of platinum (maximum weight to make one Good Delivery Platinum Plate or Ingot) is expected to
be held in the Trust Unallocated Account at the close of each business day.
Suspension
or rejection of redemption orders
The
Trustee may, in its discretion, and will, when directed by the Sponsor, suspend the right of redemption, or postpone the redemption
settlement date, (1) for any period during which the NYSE Arca is closed other than customary weekend or holiday closings, or
trading on the NYSE Arca is suspended or restricted or (2) for any period during which an emergency exists as a result of which
delivery, disposal or evaluation of platinum is not reasonably practicable. None of the Sponsor, the Trustee or the Custodian
are liable to any person or in any way for any loss or damages that may result from any such suspension or postponement.
The
Trustee will reject a redemption order if the order is not in proper form as described in the Authorized Participant Agreement
or if the fulfillment of the order, in the opinion of its counsel, might be unlawful.
Creation
and Redemption Transaction Fee
To
compensate the Trustee for services in processing the creation and redemption of Baskets, an Authorized Participant is required
to pay a transaction fee to the Trustee of $500 per order to create or redeem Baskets. An order may include multiple Baskets.
The transaction fee may be reduced, increased or otherwise changed by the Trustee with the consent of the Sponsor. From time to
time, the Trustee, with the consent of the Sponsor, may waive all or a portion of the applicable transaction fee. The Trustee
shall notify DTC of any agreement to change the transaction fee and will not implement any increase in the fee for the redemption
of Baskets until 30 days after the date of the notice.
The
Sponsor
The
Trust's Sponsor is abrdn ETFs Sponsor LLC (known as Aberdeen Standard Investments ETFs Sponsor LLC prior to March 1, 2022 and
ETF Securities USA LLC prior to October 1, 2018), a Delaware limited liability company formed on June 17, 2009.
The
Sponsor’s office is located at c/o Aberdeen Standard Investments ETFs Sponsor LLC, 1900 Market Street, Suite 200, Philadelphia,
PA 19103. Prior to April 27, 2018, the Sponsor was wholly-owned by ETF Securities Limited, a Jersey, Channel Islands based company.
Effective April 27, 2018, ETF Securities Limited sold its membership interest in the Sponsor to abrdn Inc. (known as Aberdeen
Standard Investments Inc. prior to January 1, 2022) a Delaware corporation. As a result of the sale, abrdn Inc. became the sole
member of the Sponsor. abrdn Inc. is a wholly-owned indirect subsidiary of abrdn plc, which together with its affiliates and subsidiaries,
is collectively referred to as “abrdn.” Under the Delaware Limited Liability Company Act and the governing documents
of the Sponsor, the sole member of the Sponsor, abrdn Inc., is not responsible for the debts, obligations and liabilities of the
Sponsor solely by reason of being the sole member of the Sponsor.
13
The
Sponsor’s Role
The
Sponsor arranged for the creation of the Trust, and is responsible for the ongoing registration of the Shares for their public
offering in the United States and the listing of the Shares on the NYSE Arca. The Sponsor has agreed to assume the following administrative
and marketing expenses incurred by the Trust: the Trustee’s monthly fee and out-of-pocket expenses, the Custodian’s
fee and the reimbursement of the Custodian’s expenses under the Custody Agreements, Exchange listing fees, SEC registration
fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses. The Sponsor also paid the costs of
the Trust’s organization and the initial sale of the Shares, including the applicable SEC registration fees.
The
Sponsor does not exercise day-to-day oversight over the Trustee or the Custodian. The Sponsor may remove the Trustee and appoint
a successor Trustee (i) if the Trustee ceases to meet certain objective requirements (including the requirement that it have capital,
surplus and undivided profits of at least $150 million), (ii) if, having received written notice of a material breach of its obligations
under the Trust Agreement, the Trustee has not cured the breach within 30 days, or (iii) if the Trustee refuses to consent to
the implementation of an amendment to the Trust’s initial Internal Control Over Financial Reporting. The Sponsor also has
the right to replace the Trustee during the 90 days following any merger, consolidation or conversion in which the Trustee is
not the surviving entity or, in its discretion, on the fifth anniversary of the creation of the Trust or on any subsequent third
anniversary thereafter. The Sponsor also has the right to approve any new or additional custodian that the Trustee may wish to
appoint and any new or additional Zurich Sub-Custodian that the Custodian may wish to appoint.
The
Sponsor or one of its affiliates or agents (1) develops a marketing plan for the Trust on an ongoing basis, (2) prepares marketing
materials regarding the Shares, including the content of the Trust’s website and (3) executes the marketing plan for the
Trust.
The
Trustee
The
Bank of New York Mellon, a banking corporation organized under the laws of the State of New York with trust powers (“BNYM”),
serves as the Trustee. BNYM has a trust office at 240 Greenwich Street, New York, NY 10286. BNYM is subject to supervision by
the New York State Financial Services Department and the Board of Governors of the Federal Reserve System. Information regarding
creation and redemption Basket composition, NAV of the Trust, transaction fees and the names of the parties that have each executed
an Authorized Participant Agreement may be obtained from BNYM. A copy of the Trust Agreement is available for inspection at BNYM’s
trust office identified above. Under the Trust Agreement, the Trustee is required to have capital, surplus and undivided profits
of at least $150 million.
The
Trustee’s Role
The
Trustee is generally responsible for the day-to-day administration of the Trust, including keeping the Trust’s operational
records. The Trustee’s principal responsibilities include (1) transferring the Trust’s platinum as needed to pay the
Sponsor’s Fee in platinum (platinum transfers are expected to occur approximately monthly in the ordinary course), (2) valuing
the Trust’s platinum and calculating the NAV of the Trust and the NAV per Share, (3) receiving and processing orders from
Authorized Participants to create and redeem Baskets and coordinating the processing of such orders with the Custodian and DTC,
(4) selling the Trust’s platinum as needed to pay any extraordinary Trust expenses that are not assumed by the Sponsor,
(5) when appropriate, making distributions of cash or other property to Shareholders, and (6) receiving and reviewing reports
from or on the Custodian’s custody of and transactions in the Trust’s platinum. The Trustee shall, with respect to
directing the Custodian, act in accordance with the instructions of the Sponsor. If the Custodian resigns, the Trustee shall appoint
an additional or replacement Custodian selected by the Sponsor.
14
The
Trustee intends to regularly communicate with the Sponsor to monitor the overall performance of the Trust. The Trustee does not
monitor the performance of the Custodian, the Zurich Sub-Custodian, or any other sub-custodian other than to review the reports
provided by the Custodian pursuant to the Custody Agreements. The Trustee, along with the Sponsor, will liaise with the Trust’s
legal, accounting and other professional service providers as needed. The Trustee will assist and support the Sponsor with the
preparation of all periodic reports required to be filed with the SEC on behalf of the Trust.
The
Trustee’s monthly fees and out-of-pocket expenses are paid by the Sponsor.
Affiliates
of the Trustee may from time to time act as Authorized Participants or purchase or sell platinum or Shares for their own account,
as agent for their customers and for accounts over which they exercise investment discretion. Affiliates of the Trustee are subject
to the same transaction fee as other Authorized Participants.
The
Custodian
JPMorgan
Chase Bank, N.A. (“JPMorgan”) serves as the Custodian of the Trust’s platinum. JPMorgan is a national banking
association organized under the laws of the United States of America. JPMorgan is subject to supervision by the Federal Reserve
Bank of New York and the Federal Deposit Insurance Corporation. JPMorgan’s London office is regulated by the FCA and is
located at 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom. JPMorgan is a subsidiary of JPMorgan Chase & Co.
While the United Kingdom operations of the Custodian are regulated by the FCA, the custodial services provided by the Custodian
and any sub-custodian, including the Zurich Sub-Custodian under the Custody Agreements, are presently not a regulated activity
subject to the supervision and rules of the FCA. The Zurich Sub-Custodian that the Custodian currently uses is UBS AG, which is
located at 45 Bahnhofstrasse, 8001 Zurich, Switzerland.
The
Custodian’s Role
The
Custodian is responsible for safekeeping of the Trust platinum deposited with it by Authorized Participants in connection with
the creation of Baskets. The Custodian is also responsible for selecting the Zurich Sub-Custodian and its other sub-custodians,
if any. The Custodian facilitates the transfer of platinum in and out of the Trust through the unallocated platinum accounts it
will maintain for each Authorized Participant and the unallocated and allocated platinum accounts it will maintain for the Trust.
The Custodian holds at its London, England vault premises that portion of the Trust’s allocated platinum to be held in London.
The Zurich Sub-Custodian holds at its London and Zurich vault premises that portion of the Trust’s allocated platinum to
be held in Zurich on behalf of the Custodian. The Custodian is responsible for allocating specific plates or ingots of physical
platinum to the Trust’s allocated platinum account. The Custodian provides the Trustee with regular reports detailing the
platinum transfers in and out of the Trust’s unallocated and allocated platinum accounts and identifying the platinum plates
or ingots held in the Trust’s allocated platinum account.
The
Custodian’s fees and expenses under the Custody Agreements are paid by the Sponsor.
The
Custodian and its affiliates may from time to time act as Authorized Participants or purchase or sell platinum or Shares for their
own account, as agent for their customers and for accounts over which they exercise investment discretion. The Custodian and its
affiliates are subject to the same transaction fee as other Authorized Participants.
Inspection
of Platinum
Under
the Custody Agreements, the Trustee, the Sponsor and the Trust's auditors and inspectors may, only up to twice a year, visit the
premises of the Custodian and the Zurich Sub-Custodian for the purpose of examining the Trust's platinum and certain related records
maintained by the Custodian. Under the Allocated Account Agreement, the Custodian agreed to procure similar inspection rights
from the Zurich Sub-Custodian. Visits by auditors and inspectors to the Zurich Sub-Custodian's facilities will be arranged through
the Custodian. Other than with respect to the Zurich Sub-Custodian, the Trustee and the Sponsor have no right to visit the premises
of any sub-custodian for the purposes of examining the Trust's platinum or any records maintained by the sub-custodian, and no
sub-custodian is obligated to cooperate in any review the Trustee or the Sponsor may wish to conduct of the facilities, procedures,
records or creditworthiness of such sub-custodian.
15
The
Sponsor has exercised its right to visit the Custodian and the Zurich Sub-Custodian, in order to examine the platinum and the
records maintained by them. Inspections were conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and
testing company retained by the Sponsor, as of June 30, 2022 and December 31, 2022.
There
can be no guarantee that the Sponsor or the Trust's auditors and inspectors will be able to perform physical inspections of the
Trust's platinum as planned. Local policies, regulations, or ordinances, as well as polices or restrictions adopted by the Custodian
or a sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust's auditors and inspectors,
from performing a physical inspection of the Trust's platinum on a desired date. In those situations, the Sponsor or the Trust's
auditors and inspectors may seek to verify the platinum held by the Trust by alternate means, including through virtual inspections
of the Trust's platinum and/or a review of pertinent records.
Description
of the Shares
General
The
Trustee is authorized under the Trust Agreement to create and issue an unlimited number of Shares. The Trustee creates Shares
only in Baskets (a Basket equals a block of 50,000 Shares) and only upon the order of an Authorized Participant. The Shares represent
units of fractional undivided beneficial interest in and ownership of the Trust and have no par value. Any creation and issuance
of Shares above the amount registered on the Trust’s then-current and effective registration statement with the SEC will
require the registration of such additional Shares.
Description
of Limited Rights
The
Shares do not represent a traditional investment and Shareholders should not view them as similar to shares of a corporation operating
a business enterprise with management and a board of directors. Shareholders do not have the statutory rights normally associated
with the ownership of shares of a corporation, including, for example, the right to bring “oppression” or “derivative”
actions. All Shares are of the same class with equal rights and privileges. Each Share is transferable, is fully paid and non-assessable
and entitles the holder to vote on the limited matters upon which Shareholders may vote under the Trust Agreement. The Shares
do not entitle their holders to any conversion or pre-emptive rights, or, except as provided below, any redemption rights or rights
to distributions.
Distributions
If
the Trust is terminated and liquidated, the Trustee will distribute to the Shareholders any amounts remaining after the satisfaction
of all outstanding liabilities of the Trust and the establishment of such reserves for applicable taxes, other governmental charges
and contingent or future liabilities as the Trustee shall determine. Shareholders of record on the record date fixed by the Trustee
for a distribution will be entitled to receive their pro rata portion of any distribution.
Voting
and Approvals
Under
the Trust Agreement, Shareholders have no voting rights, except in limited circumstances. The Trustee may terminate the Trust
upon the agreement of Shareholders owning at least 75% of the outstanding Shares. In addition, certain amendments to the Trust
Agreement require advance notice to the Shareholders before the effectiveness of such amendments, but no Shareholder vote or approval
is required for any amendment to the Trust Agreement.
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Redemption
of the Shares
The
Shares may only be redeemed by or through an Authorized Participant and only in Baskets.
Book-Entry
Form
Individual
certificates will not be issued for the Shares. Instead, one or more global certificates is deposited by the Trustee with DTC
and registered in the name of Cede & Co., as nominee for DTC. The global certificates evidence all of the Shares outstanding
at any time. Under the Trust Agreement, Shareholders are limited to (1) participants in DTC such as banks, brokers, dealers and
trust companies (DTC Participants), (2) those who maintain, either directly or indirectly, a custodial relationship with a DTC
Participant (Indirect Participants), and (3) those banks, brokers, dealers, trust companies and others who hold interests in the
Shares through DTC Participants or Indirect Participants. The Shares are only transferable through the book-entry system of DTC.
Shareholders who are not DTC Participants may transfer their Shares through DTC by instructing the DTC Participant holding their
Shares (or by instructing the Indirect Participant or other entity through which their Shares are held) to transfer the Shares.
Transfers will be made in accordance with standard securities industry practice.
Custody
of the Trust’s Platinum
Custody
of the physical platinum deposited with and held by the Trust is provided by the Custodian at the London vault and by the Zurich
Sub-Custodian selected by the Custodian in the Zurich vault and by other sub-custodians on a temporary basis. The Custodian is
a market maker, clearer and approved weigher under the rules of the LPPM.
The
Custodian is the custodian of the physical platinum credited to Trust Allocated Account in accordance with the Custody Agreements.
The Custodian segregates the physical platinum credited to the Trust Allocated Account from any other precious metal it holds or
holds for others by entering appropriate entries in its books and records, and requires the Zurich Sub-Custodian to also segregate
the physical platinum of the Trust that it holds from the other platinum held by it for other customers of the Custodian and the
Zurich Sub-Custodian’s other customers. The Custodian requires the Zurich Sub-Custodian to identify in its books and records
the Trust as having the rights to the physical platinum credited to its Trust Allocated Account. Under the Custody Agreements, the
Trustee, the Sponsor and the Trust’s auditors and inspectors may inspect the vaults of the Custodian and the Zurich
Sub-Custodian. See “ Inspection of Platinum ”.
The
Custodian, as instructed by the Trustee on behalf of the Trust, is authorized to accept, on behalf of the Trust, deposits of platinum
in unallocated form. Acting on standing instructions specified in the Custody Agreements, the Custodian will or will require the
Zurich Sub-Custodian to allocate platinum deposited in unallocated form with the Trust by selecting plates or ingots of platinum
for deposit to the Trust Allocated Account. All physical platinum allocated to the Trust must conform to the rules, regulations,
practices and customs of the LPPM, and the Custodian must replace any non-conforming platinum with conforming platinum as soon
as practical upon a determination by the Custodian any platinum is non-conforming.
The
process of withdrawing platinum from the Trust for a redemption of a Basket follows the same general procedure as for depositing platinum
with the Trust for a creation of a Basket, only in reverse. Each transfer of platinum between the Trust Allocated Account
and the Trust Unallocated Account connected with a creation or redemption of a Basket may result in a small amount of platinum
being held in the Trust Unallocated Account after the completion of the transfer. In making deposits and withdrawals between the
Trust Allocated Account and the Trust Unallocated Account, the Custodian will use commercially reasonable efforts to minimize
the amount of platinum held in the Trust Unallocated Account as of the close of each business day. See "Creation and
Redemption of Shares.”
17
United
States Federal Income Tax Consequences
The
following discussion of the material US federal income tax consequences generally applies to the purchase, ownership and disposition
of Shares by a US Shareholder (as defined below), and certain US federal income tax consequences that may apply to an investment in Shares by a Non-US
Shareholder (as defined below). The discussion is based on the United States Internal Revenue Code of 1986 as amended (the
“Code”). The discussion below is based on the Code, United States Treasury Regulations (“Treasury
Regulations”) promulgated under the Code and judicial and administrative interpretations of the Code, all as in effect on the
date of this annual report and all of which are subject to change either prospectively or retroactively. The tax treatment of
Shareholders may vary depending upon their own particular circumstances. Certain Shareholders (including broker-dealers, traders,
banks and other financial institutions, insurance companies, real estate investment trusts, tax-exempt entities, Shareholders whose
functional currency is not the U.S. Dollar or other investors with special circumstances) may be subject to special rules not
discussed below. In addition, the following discussion applies only to investors who hold Shares as “capital assets”
within the meaning of Code section 1221 and not as part of a straddle, hedging transaction or a conversion or constructive sale
transaction. Moreover, the discussion below does not address the effect of any state, local or foreign tax law or any transfer tax
on an owner of Shares. Purchasers of Shares are urged to consult their own tax advisors with respect to all federal, state, local
and foreign tax law or any transfer tax considerations potentially applicable to their investment in Shares.
For
purposes of this discussion, a “US Shareholder” is a Shareholder that is:
• An
individual who is a citizen or resident of the United States;
• A
corporation (or other entity treated as a corporation for US federal tax purposes) created or organized in or under the laws of
the United States or any political subdivision thereof;
• An
estate, the income of which is includible in gross income for US federal income tax purposes regardless of its source; or
• A
trust, if a court within the United States is able to exercise primary supervision over the administration of the trust and one
or more US persons have the authority to control all substantial decisions of the trust.
A
Shareholder that is not a US Shareholder as defined above (other than a partnership, or an entity treated as a partnership for
US federal tax purposes) generally is considered a “Non-US Shareholder” for purposes of this discussion. For US federal
income tax purposes, the treatment of any beneficial owner of an interest in a partnership, including any entity treated as a
partnership for US federal income tax purposes, generally depends upon the status of the partner and upon the activities of the
partnership. Partnerships and partners in partnerships should consult their tax advisors about the US federal income tax consequences
of purchasing, owning and disposing of Shares.
Taxation
of the Trust
The
Trust is classified as a “grantor trust” for US federal income tax purposes. As a result, the Trust itself is not
subject to US federal income tax. Instead, the Trust’s income and expenses “flow through” to the Shareholders,
and the Trustee reports the Trust’s income, gains, losses and deductions to the Internal Revenue Service (“IRS”)
on that basis.
Taxation
of US Shareholders
Shareholders
generally are treated, for US federal income tax purposes, as if they directly owned a pro rata share of the underlying assets
held by the Trust. Shareholders are also treated as if they directly received their respective pro rata share of the Trust’s
income, if any, and as if they directly incurred their respective pro rata share of the Trust’s expenses. In the case of
a Shareholder that purchases Shares for cash, its initial tax basis in its pro rata share of the assets held by the Trust at the
time it acquires its Shares is equal to its cost of acquiring the Shares. In the case of a Shareholder that acquires its Shares
as part of a creation of a Basket, the delivery of platinum to the Trust in exchange for the Shares is not a taxable event
to the Shareholder, and the Shareholder’s tax basis and holding period for the Shares are the same as its tax basis and
holding period for the platinum delivered in exchange therefore (except to the extent of any cash contributed for such Shares).
For purposes of this discussion, it is assumed that all of a Shareholder’s Shares are acquired on the same date and at the
same price per Share. Shareholders that hold multiple lots of Shares, or that are contemplating acquiring multiple lots of Shares,
should consult their tax advisors.
18
When
the Trust sells or transfers platinum, for example to pay expenses, a Shareholder generally will recognize gain or loss in an
amount equal to the difference between (1) the Shareholder’s pro rata share of the amount realized by the Trust upon the
sale or transfer and (2) the Shareholder’s tax basis for its pro rata share of the platinum that was sold or transferred.
Such gain or loss will generally be long-term or short-term capital gain or loss, depending upon whether the Shareholder has a
holding period in its Shares of longer than one year. A Shareholder’s tax basis for its share of any platinum sold by the
Trust generally will be determined by multiplying the Shareholder’s total basis for its Share immediately prior to the sale,
by a fraction the numerator of which is the amount of platinum sold, and the denominator of which is the total amount of the platinum
held by the Trust immediately prior to the sale. After any such sale, a Shareholder’s tax basis for its pro rata share of
the platinum remaining in the Trust will be equal to its tax basis for its Shares immediately prior to the sale, less the portion
of such basis allocable to its share of the platinum that was sold.
Upon
a Shareholder’s sale of some or all of its Shares, the Shareholder will be treated as having sold a pro rata share of the platinum
held in the Trust at the time of the sale. Accordingly, the Shareholder generally will recognize a gain or loss on the sale
in an amount equal to the difference between (1) the amount realized pursuant to the sale of the Shares, and (2) the Shareholder’s
tax basis for the Shares sold, as determined in the manner described in the preceding paragraph.
A
redemption of some or all of a Shareholder’s Shares in exchange for the underlying platinum represented by the Shares
redeemed generally will not be a taxable event to the Shareholder. The Shareholder’s tax basis for the platinum received
in the redemption generally will be the same as the Shareholder’s tax basis for the Shares redeemed. The Shareholder’s
holding period with respect to the platinum received should include the period during which the Shareholder held the Shares
redeemed. A subsequent sale of the platinum received by the Shareholder will be a taxable event.
An
Authorized Participant and other investors may be able to re-invest, on a tax-deferred basis, in-kind redemption proceeds received
from exchange-traded products that are substantially similar to the Trust in the Trust’s Shares. Authorized Participants
and other investors should consult their tax advisors as to whether and under what circumstances the reinvestment in the Shares
of proceeds from substantially similar exchange-traded products can be accomplished on a tax-deferred basis.
Under
current law, gains recognized by individuals, estates or trusts from the sale of “collectibles,” including physical
platinum, held for more than one year are taxed at a maximum federal income tax rate of 28%, rather than the 20% rate applicable
to most other long-term capital gains. For these purposes, gains recognized by an individual upon the sale of Shares held for
more than one year, or attributable to the Trust’s sale of any physical platinum which the Shareholder is treated (through
its ownership of Shares) as having held for more than one year, generally will be taxed at a maximum rate of 28%. The tax rates
for capital gains recognized upon the sale of assets held by an individual US Shareholder for one year or less or by a corporate
taxpayer are generally the same as those at which ordinary income is taxed.
In
addition, high-income individuals and certain trusts and estates are subject to a 3.8% Medicare contribution tax that is imposed
on net investment income and gain. Shareholders should consult their tax advisor regarding this tax.
Brokerage
Fees and Trust Expenses
Any
brokerage or other transaction fees incurred by a Shareholder in purchasing Shares is treated as part of the Shareholder’s
tax basis in the Shares. Similarly, any brokerage fee incurred by a Shareholder in selling Shares reduces the amount realized
by the Shareholder with respect to the sale.
19
Shareholders
will be required to recognize gain or loss upon a sale of platinum by the Trust (as discussed above), even though some or
all of the proceeds of such sale are used by the Trustee to pay Trust expenses. Shareholders may deduct their respective pro rata
share of each expense incurred by the Trust to the same extent as if they directly incurred the expense. Shareholders who are
individuals, estates or trusts, however, may be required to treat some or all of the expenses of the Trust, to the extent that
such expenses may be deducted, as miscellaneous itemized deductions. Miscellaneous itemized deductions, including expenses for
the production of income, will not be deductible for either regular federal income tax or alternative minimum tax purposes for
taxable years beginning after December 31, 2017 and before January 1, 2026 and thereafter generally are (i) deductible only
to the extent that the aggregate of a Shareholder's miscellaneous itemized deductions exceeds 2% of such Shareholder's adjusted
gross income for federal income tax purposes, (ii) not deductible for the purposes of the alternative minimum tax and (iii) are
subject to the overall limitation on itemized deductions under the Code.
Investment
by Regulated Investment Companies
Mutual
funds and other investment vehicles which are “regulated investment companies” within the meaning of Code section
851 should consult with their tax advisors concerning (1) the likelihood that an investment in Shares, although they are a “security”
within the meaning of the Investment Company Act of 1940, may be considered an investment in the underlying platinum for
purposes of Code section 851(b), and (2) the extent to which an investment in Shares might nevertheless be consistent with preservation
of their qualification under Code section 851. In administrative guidance, the IRS stated that it will no longer issue rulings
under Code section 851(b) relating to the determination of whether or not an instrument or position is a “security”,
but, instead, intends to defer to guidance from the SEC for such determination.
United
States Information Reporting and Backup Withholding Tax for US and Non-US Shareholders
The
Trustee or the appropriate broker will file certain information returns with the IRS, and provides certain tax-related information
to Shareholders, in accordance with applicable Treasury Regulations. Each Shareholder will be provided with information regarding
its allocable portion of the Trust’s annual income (if any) and expenses.
A
US Shareholder may be subject to US backup withholding tax in certain circumstances unless it provides its taxpayer identification
number and complies with certain certification procedures. Non-US Shareholders may have to comply with certification procedures
to establish that they are not a US person in order to avoid the backup withholding tax.
The
amount of any backup withholding tax will be allowed as a credit against a Shareholder’s US federal income tax liability
and may entitle such a Shareholder to a refund, provided that the required information is furnished to the IRS.
Income
Taxation of Non-US Shareholders
The
Trust does not expect to generate taxable income except for gains (if any) upon the sale of platinum. A Non-US Shareholder generally
is not subject to US federal income tax with respect to gains recognized upon the sale or other disposition of Shares, or upon
the sale of platinum by the Trust, unless (1) the Non-US Shareholder is an individual and is present in the United States
for 183 days or more during the taxable year of the sale or other disposition, and the gain is treated as being from United States
sources; or (2) the gain is effectively connected with the conduct by the Non-US Shareholder of a trade or business in the United
States.
Taxation
in Jurisdictions other than the United States
Prospective
purchasers of Shares that are based in or acting out of a jurisdiction other than the United States are advised to consult their
own tax advisers as to the tax consequences, under the laws of such jurisdiction (or any other jurisdiction not being the United
States to which they are subject), of their purchase, holding, sale and redemption of or any other dealing in Shares and, in particular,
as to whether any value added tax, other consumption tax or transfer tax is payable in relation to such purchase, holding, sale,
redemption or other dealing.
20
ERISA
and Related Considerations
The
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and/or Code section 4975 impose certain requirements
on certain employee benefit plans and certain other plans and arrangements, including individual retirement accounts and annuities,
Keogh plans, and certain commingled investment vehicles or insurance company general or separate accounts in which such plans
or arrangements are invested (collectively, “Plans”), and on persons who are fiduciaries with respect to the investment
of “plan assets” of a Plan. Government plans and some church plans are not subject to the fiduciary responsibility
provisions of ERISA or the provisions of section 4975 of the Code, but may be subject to substantially similar rules under other
federal law, or under state or local law (“Other Law”).
In
contemplating an investment of a portion of Plan assets in Shares, the Plan fiduciary responsible for making such investment should
carefully consider, taking into account the facts and circumstances of the Plan and the “Risk Factors” discussed above
and whether such investment is consistent with its fiduciary responsibilities under ERISA or Other Law, including, but not limited
to: (1) whether the investment is permitted under the Plan’s governing documents, (2) whether the fiduciary has the authority
to make the investment, (3) whether the investment is consistent with the Plan’s funding objectives, (4) the tax effects
of the investment on the Plan, and (5) whether the investment is prudent considering the factors discussed in this report. In
addition, ERISA and Code section 4975 prohibit a broad range of transactions involving assets of a plan and persons who are “parties
in interest” under ERISA or “disqualified persons” under section 4975 of the Code. A violation of these rules
may result in the imposition of significant excise taxes and other liabilities. Plans subject to Other Law may be subject to similar
restrictions.
It
is anticipated that the Shares will constitute “publicly offered securities” as defined in the Department of Labor
“Plan Asset Regulations,” §2510.3-101 (b)(2) as modified by section 3(42) of ERISA. Accordingly, pursuant to
the Plan Asset Regulations, only Shares purchased by a Plan, and not an interest in the underlying assets held in the Trust, should
be treated as assets of the Plan, for purposes of applying the “fiduciary responsibility” rules of ERISA and the “prohibited
transaction” rules of ERISA and the Code. Fiduciaries of plans subject to Other Law should consult legal counsel to determine
whether there would be a similar result under the Other Law.
Investment
by Certain Retirement Plans
Code
section 408(m) provides that the acquisition of a “collectible” by an individual retirement account (“IRA”)
or a participant-directed account maintained under any plan that is tax-qualified under Code section 401(a) (“Tax Qualified
Account”) is treated as a taxable distribution from the account to the owner of the IRA, or to the participant for whom
the Tax Qualified Account is maintained, of an amount equal to the cost to the account of acquiring the collectible. The term
“collectible” is defined to include, with certain exceptions, “any metal or gem”. The IRS has issued several
private letter rulings to the effect that a purchase by an IRA, or by a participant-directed account under a Code section 401(a)
plan, of publicly-traded shares in a trust holding precious metals will not be treated as resulting in a taxable distribution
to the IRA owner or Tax Qualified Account participant under Code section 408(m). However the private letter rulings provide that,
if any of the Shares so purchased are distributed from the IRA or Tax Qualified Account to the IRA owner or Tax Qualified Account
participant, or if any precious metal is received by such IRA or Tax Qualified Account upon the redemption of any of the
Shares purchased by it, the Shares or precious metal so distributed will be subject to federal income tax in the year of
distribution, to the extent provided under the applicable provisions of Code sections 408(d), 408(m) or 402. Accordingly, potential
IRA or Tax Qualified Account investors are urged to consult with their own professional advisors concerning the treatment of an
investment in Shares under Code section 408(m).
21
Item
1A. Risk Factors
Shareholders
should consider carefully the risks described below before making an investment decision. Shareholders should also refer to the
other information included in this report, including the Trust’s financial statements and the related notes.
RISKS
RELATED TO PLATINUM
The
price of platinum may be affected by the sale of ETVs tracking platinum markets.
To
the extent existing exchange traded vehicles (“ETVs”) tracking platinum markets represent a significant proportion
of demand for physical platinum bullion; large redemptions of the securities of these ETVs could negatively affect physical platinum
bullion prices and the price and NAV of the Shares.
Crises
may motivate large-scale sales of platinum which could decrease the price of platinum and adversely affect an investment in the
Shares.
The
possibility of large-scale distress sales of platinum in times of crisis may have a short-term negative impact on the price of
platinum and adversely affect an investment in the Shares. For example, the 2008 financial credit crisis resulted in significantly
depressed prices of platinum largely due to forced sales and deleveraging from institutional investors such as hedge funds and
pension funds. Crises in the future may impair platinum’s price performance which would, in turn, adversely affect an investment
in the Shares.
Several
factors may have the effect of causing a decline in the prices of platinum and a corresponding decline in the price of Shares.
Among them:
● A
significant increase in platinum hedging activity by platinum producers. Should there
be an increase in the level of hedge activity of platinum producing companies, it could
cause a decline in world platinum prices, adversely affecting the price of the Shares.
● A
significant change in the attitude of speculators, investors and central banks towards
platinum. Should the speculative community take a negative view towards platinum or central
banking authorities determine to sell national platinum reserves, either event could
cause a decline in world platinum prices, negatively impacting the price of the Shares.
● A
widening of interest rate differentials between the cost of money and the cost of platinum
could negatively affect the price of platinum which, in turn, could negatively affect
the price of the Shares.
● A
combination of rising money interest rates and a continuation of the current low cost
of borrowing platinum could improve the economics of selling platinum forward. This could
result in an increase in hedging by platinum mining companies and short selling by speculative
interests, which would negatively affect the price of platinum. Under such circumstances,
the price of the Shares would be similarly affected.
● Autocatalysts,
automobile components that use platinum, accounted for approximately 35% of the net global
demand in platinum in 2021. While the automotive sector in China and the US is showing
signs of recovery, the European market is currently experiencing declining demand and,
in certain cases, solvency concerns. Reduced automotive industry sales in Europe may
result in a decline in autocatalyst demand.
● A
decline in the global automotive industry may impact the price of platinum and affect
the price of the Shares.
Conversely,
several factors may trigger a temporary increase in the price of platinum prior to your investment in the Shares. For example,
sudden increased investor interest in platinum may cause an increase in world platinum prices, increasing the price of the Shares.
If that is the case, you will be buying Shares at prices affected by the temporarily high prices of platinum, and you may incur
losses when the causes for the temporary increase disappear.
A
decline in the automobile industry or a shift from gasoline-powered to electric vehicles may have the effect of causing a decline
in the prices of platinum and a corresponding decline in the price of Shares.
Autocatalysts,
automobile components for emissions control that use platinum, accounted for approximately 35% of the global demand in platinum
in 2021. Reduced automotive industry sales or a shift from gasoline-powered to electric vehicles may result in a decline in autocatalyst
demand. A contraction in the global automotive industry or more widespread acceptance of electric vehicles may impact the price
of platinum and affect the price of the Shares.
22
The
value of the Shares relates directly to the value of the platinum held by the Trust and fluctuations in the price of platinum
could materially adversely affect an investment in the Shares.
The
Shares are designed to mirror as closely as possible the performance of the price of platinum bullion, and the value of the Shares
relates directly to the value of the platinum held by the Trust, less the Trust’s liabilities (including estimated accrued
but unpaid expenses). The price of platinum has fluctuated widely over the past several years. Several factors may affect the
price of platinum, including:
Global
platinum supply, which is influenced by such factors as production and cost levels in major platinum-producing countries such
as South Africa. Recycling, autocatalyst demand, industrial demand, jewelry demand and investment demand are also important drivers
of platinum supply and demand;
• Investors’
expectations with respect to the rate of inflation;
• Currency
exchange rates;
• Interest
rates;
• Investment
and trading activities of hedge funds and commodity funds;
• Global
or regional political, economic or financial events and situations; and
• A
significant change in investor interest, including in response to online campaigns or other activities specifically targeting
investments in platinum.
In
addition, investors should be aware that there is no assurance that platinum will maintain its long-term value in terms of purchasing
power in the future. In the event that the price of platinum declines, the Sponsor expects the value of an investment in the Shares
to decline proportionately.
RISKS
RELATED TO THE SHARES
The
sale of the Trust’s platinum to pay expenses not assumed by the Sponsor, or unexpected liabilities affecting the Trust,
at a time of low platinum prices could adversely affect the value of the Shares.
The
Trustee sells platinum held by the Trust to pay Trust expenses not assumed by the Sponsor on an as-needed basis irrespective of
then-current platinum prices. The Trust is not actively managed and no attempt will be made to buy or sell platinum to protect
against or to take advantage of fluctuations in the price of platinum. Consequently, the Trust’s platinum may be sold at
a time when the platinum price is low, resulting in the sale of more platinum than would be required if the Trust sold when prices
were higher. The sale of the Trust’s platinum to pay expenses not assumed by the Sponsor, or unexpected liabilities affecting
the Trust, at a time of low platinum prices could adversely affect the value of the Shares.
The
value of the Shares will be adversely affected if the Trust is required to indemnify the Sponsor or the Trustee under the Trust
Agreement.
Under
the Trust Agreement, each of the Sponsor and the Trustee has a right to be indemnified from the Trust for any liability or expense
it incurs without gross negligence, bad faith, willful misconduct, willful malfeasance or reckless disregard on its part. That
means the Sponsor or the Trustee may require the assets of the Trust to be sold in order to cover losses or liability suffered
by it. Any sale of that kind would reduce the NAV of the Trust and the value of the Shares.
23
The
Shares may trade at a price which is at, above or below the NAV per Share and any discount or premium in the trading price relative
to the NAV per Share may widen as a result of non-concurrent trading hours between the NYSE Arca and London, Zurich and COMEX.
The
Shares may trade at, above or below the NAV per Share. The NAV per Share fluctuates with changes in the market value of the Trust’s
assets. The trading price of the Shares fluctuates in accordance with changes in the NAV per Share as well as market supply and
demand. The amount of the discount or premium in the trading price relative to the NAV per Share may be influenced by non-concurrent
trading hours between the NYSE Arca and the major platinum markets. While the Shares trade on the NYSE Arca until 4:00 p.m. New
York time, liquidity in the market for platinum is reduced after the close of the major world platinum markets, including London,
Zurich and the COMEX. As a result, during this time, trading spreads, and the resulting premium or discount on the Shares, may
widen.
A
possible “short squeeze” due to a sudden increase in demand of Shares that largely exceeds supply may lead to price
volatility in the Shares.
Investors
may purchase Shares to hedge existing platinum exposure or to speculate on the price of platinum. Speculation on the price of
platinum may involve long and short exposures. To the extent aggregate short exposure exceeds the number of Shares available for
purchase (for example, in the event that large redemption requests by Authorized Participants dramatically affect Share liquidity),
investors with short exposure may have to pay a premium to repurchase Shares for delivery to Share lenders. Those repurchases
may in turn, dramatically increase the price of the Shares until additional Shares are created through the creation process. This
is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in Shares that are
not directly correlated to the price of platinum.
Purchasing
activity in the platinum market associated with Basket creations or selling activity following Basket redemptions may affect the
price of platinum and Share trading prices. These price changes may adversely affect an investment in the Shares.
Purchasing
activity associated with acquiring the platinum required for deposit into the Trust in connection with the creation of Baskets
may temporarily increase the market price of platinum, which will result in higher prices for the Shares. Temporary increases
in the market price of platinum may also occur as a result of the purchasing activity of other market participants. Other market
participants may attempt to benefit from an increase in the market price of platinum that may result from increased purchasing
activity of platinum connected with the issuance of Baskets. Consequently, the market price of platinum may decline immediately
after Baskets are created. If the price of platinum declines, the trading price of the Shares may also decline.
Selling
activity associated with sales of platinum withdrawn from the Trust in connection with the redemption of Baskets may temporarily
decrease the market price of platinum, which will result in lower prices for the Shares. Temporary decreases in the market price
of platinum may also occur as a result of the selling activity of other market participants. If the price of platinum declines,
the trading price of the Shares may also decline.
The
Sponsor is unable to ascertain whether the platinum price movements since the commencement of the Trust’s initial public
offering on January 8, 2010 were attributable to the Trust’s Basket creation and redemption process or independent metal
market forces or both. Nevertheless, the Trust and the Sponsor cannot provide assurance that future Basket creations or redemptions
will have no effect on the platinum metal prices and, consequently, Share trading prices .
Since
there is no limit on the amount of platinum that the Trust may acquire, the Trust, as it grows, may have an impact on the supply
and demand of platinum that ultimately may affect the price of the Shares in a manner unrelated to other factors affecting the
global market for platinum.
The
Trust Agreement places no limit on the amount of platinum the Trust may hold. Moreover, the Trust may issue an unlimited number
of Shares, subject to registration requirements, and thereby acquire an unlimited amount of platinum. The global market for platinum
is characterized by supply and demand constraints that are generally not present in the markets for other precious metals such
as gold and silver. From 2017 to 2021, world platinum mine supply averaged 5.9 million ounces, while world demand averaged 7.6
million ounces. If the amount of platinum acquired by the Trust is large enough in relation to global platinum supply and demand,
further in-kind creations and redemptions of Shares could have an impact on the supply and demand of platinum unrelated to other
factors affecting the global market for platinum. Such an impact could affect the price for platinum that would directly affect
the price at which Shares are traded on the Exchange or the price of future Baskets created or redeemed by the Trust. The Trust
and the Sponsor cannot provide Shareholders any assurance that increased metal holdings by the Trust in the future will have no
such long-term metal price impact thereby affecting Share trading prices.
24
The
Shares and their value could decrease if unanticipated operational or trading problems arise.
There
may be unanticipated problems or issues with respect to the mechanics of the Trust’s operations and the trading of the Shares
that could have a material adverse effect on an investment in the Shares. In addition, although the Trust is not actively “managed”
by traditional methods, to the extent that unanticipated operational or trading problems or issues arise, the Sponsor’s
past experience and qualifications may not be suitable for solving these problems or issues.
Discrepancies,
disruptions or unreliability of the LME PM Fix could impact the value of the Trust’s platinum and the market price of the
Shares.
The
Trustee values the Trust’s platinum pursuant to the LME PM Fix. In the event that the LME PM Fix proves to be an inaccurate
benchmark, or the LME PM Fix varies materially from the prices determined by other mechanisms for valuing platinum, the value
of the Trust’s platinum and the market price of the Shares could be adversely impacted. Any future developments in the LME
PM Fix, to the extent it has a material impact on the LME PM Fix, could adversely impact the value of the Trust’s platinum
and the market price of the Shares. It is possible that electronic failures or other unanticipated events may occur that could
result in delays in the announcement of, or the inability of the benchmark to produce, the LME PM Fix on any given date. Furthermore,
any actual or perceived disruptions that result in the perception that the LME PM Fix is vulnerable to actual or attempted manipulation
could adversely affect the behavior of market participants, which may have an effect on the price of platinum. If the LME PM Fix
is unreliable for any reason, the price of platinum and the market price for the Shares may decline or be subject to greater volatility.
If
the process of creation and redemption of Baskets encounters any unanticipated difficulties, the possibility for arbitrage transactions
intended to keep the price of the Shares closely linked to the price of platinum may not exist and, as a result, the price of
the Shares may fall.
If
the processes of creation and redemption of Shares (which depend on timely transfers of platinum to and by the Custodian) encounter
any unanticipated difficulties, potential market participants who would otherwise be willing to purchase or redeem Baskets to
take advantage of any arbitrage opportunity arising from discrepancies between the price of the Shares and the price of the underlying
platinum may not take the risk that, as a result of those difficulties, they may not be able to realize the profit they expect.
If this is the case, the liquidity of Shares may decline and the price of the Shares may fluctuate independently of the price
of platinum and may fall. Additionally, redemptions could be suspended for any period during which (1) the NYSE Arca is closed
(other than customary weekend or holiday closings) or trading on the NYSE Arca is suspended or restricted, or (2) an emergency
exists as a result of which delivery, disposal or evaluation of the platinum is not reasonably practicable.
The
liquidity of the Shares may be affected by the withdrawal from participation of one or more Authorized Participants.
In
the event that one or more Authorized Participants having substantial interests in Shares or otherwise responsible for a significant
portion of the Shares’ daily trading volume on the Exchange withdraw from participation, the liquidity of the Shares will
likely decrease which could adversely affect the market price of the Shares and result in Shareholders incurring a loss on their
investment.
Shareholders
do not have the protections associated with ownership of shares in an investment company registered under the Investment Company
Act of 1940 or the protections afforded by the CEA.
The
Trust is not registered as an investment company under the Investment Company Act of 1940 and is not required to register under
such act. Consequently, Shareholders do not have the regulatory protections provided to investors in investment companies. The
Trust does not and will not hold or trade in commodity futures contracts, “commodity interests” or any other instruments
regulated by the CEA, as administered by the CFTC and the NFA. Furthermore, the Trust is not a commodity pool for purposes of
the CEA and the Shares are not “commodity interests”, and neither the Sponsor nor the Trustee is subject to regulation
by the CFTC as a commodity pool operator or a commodity trading advisor in connection with the Trust or the Shares. Consequently,
Shareholders do not have the regulatory protections provided to investors in CEA-regulated instruments or commodity pools operated
by registered commodity pool operators or advised by registered commodity trading advisors.
25
The
Trust may be required to terminate and liquidate at a time that is disadvantageous to Shareholders.
If
the Trust is required to terminate and liquidate, such termination and liquidation could occur at a time which is disadvantageous
to Shareholders, such as when platinum prices are lower than the platinum prices at the time when Shareholders purchased their
Shares. In such a case, when the Trust’s platinum is sold as part of the Trust’s liquidation, the resulting proceeds
distributed to Shareholders will be less than if platinum prices were higher at the time of sale.
The
lack of an active trading market for the Shares may result in losses on investment at the time of disposition of the Shares.
Although
Shares are listed for trading on the NYSE Arca, it cannot be assumed that an active trading market for the Shares will develop
or be maintained. If an investor needs to sell Shares at a time when no active market for Shares exists, such lack of an active
market will most likely adversely affect the price the investor receives for the Shares (assuming the investor is able to sell
them).
Shareholders
do not have the rights enjoyed by investors in certain other vehicles.
As
interests in an investment trust, the Shares have none of the statutory rights normally associated with the ownership of shares
of a corporation (including, for example, the right to bring “oppression” or “derivative” actions). In
addition, the Shares have limited voting and distribution rights (for example, Shareholders do not have the right to elect directors
or approve amendments to the Trust Agreement and do not receive dividends).
An
investment in the Shares may be adversely affected by competition from other methods of investing in platinum.
The
Trust competes with other financial vehicles, including traditional debt and equity securities issued by companies in the platinum
industry and other securities backed by or linked to platinum, direct investments in platinum and investment vehicles similar
to the Trust. Market and financial conditions, and other conditions beyond the Sponsor’s control, may make it more attractive
to invest in other financial vehicles or to invest in platinum directly, which could limit the market for the Shares and reduce
the liquidity of the Shares.
The
amount of platinum represented by each Share will decrease over the life of the Trust due to the recurring deliveries of platinum
necessary to pay the Sponsor’s Fee in-kind and potential sales of platinum to pay in cash the Trust expenses not assumed
by the Sponsor. Without increases in the price of platinum sufficient to compensate for that decrease, the price of the Shares
will also decline proportionately over the life of the Trust.
The
amount of platinum represented by each Share decreases each day by the Sponsor’s Fee. In addition, although the Sponsor
has agreed to assume all organizational and certain administrative and marketing expenses incurred by the Trust (the Trustee's
monthly fee and out-of-pocket expenses, the Custodian's fee and reimbursement of the Custodian's expenses under the Custody Agreements,
Exchange listing fees, SEC registration fees, printing and mailing costs, audit fees and up to $100,000 per annum in legal expenses),
in exceptional cases certain Trust expenses may need to be paid by the Trust. Because the Trust does not have any income, it must
either make payments in-kind by deliveries of platinum (as is the case with the Sponsor’s Fee) or it must sell platinum
to obtain cash (as in the case of any exceptional expenses). The result of these sales of platinum and recurring deliveries
of platinum to pay the Sponsor’s Fee in-kind is a decrease in the amount of platinum represented by each Share.
New deposits of platinum, received in exchange for new Shares issued by the Trust, will not reverse this trend.
26
A
decrease in the amount of platinum represented by each Share results in a decrease in each Share’s price even if the
price of platinum bullion does not change. To retain the Share’s original price, the price of platinum must
increase. Without that increase, the lesser amount of platinum represented by the Share will have a correspondingly lower
price. If this increase does not occur, or is not sufficient to counter the lesser amount of platinum represented by each
Share, Shareholders will sustain losses on their investment in Shares.
An
increase in Trust expenses not assumed by the Sponsor, or the existence of unexpected liabilities affecting the Trust, will require
the Trustee to sell larger amounts of platinum, and will result in a more rapid decrease of the amount of platinum represented
by each Share and a corresponding decrease in its value.
RISKS
RELATED TO THE CUSTODY OF PLATINUM
The
Trust’s platinum may be subject to loss, damage, theft or restriction on access.
There
is a risk that part or all of the Trust’s platinum could be lost, damaged or stolen. Access to the Trust’s platinum
could also be restricted by natural events (such as an earthquake) or human actions (such as a terrorist attack). Any of these
events may adversely affect the operations of the Trust and, consequently, an investment in the Shares.
The
Trust’s lack of insurance protection and the Shareholders’ limited rights of legal recourse against the Trust, the
Trustee, the Sponsor, the Custodian, the Zurich Sub-Custodian and any other sub-custodian exposes the Trust and its Shareholders
to the risk of loss of the Trust’s platinum for which no person is liable.
The
Trust does not insure its platinum. The Custodian maintains insurance with regard to its business on such terms and conditions
as it considers appropriate in connection with its custodial obligations and is responsible for all costs, fees and expenses arising
from the insurance policy or policies. The Trust is not a beneficiary of any such insurance and does not have the ability to dictate
the existence, nature or amount of coverage. Therefore, Shareholders cannot be assured that the Custodian maintains adequate insurance
or any insurance with respect to the platinum held by the Custodian on behalf of the Trust. In addition, the Custodian and
the Trustee do not require the Zurich Sub-Custodian or any other direct or indirect sub-custodians to be insured or bonded with
respect to their custodial activities or in respect of the platinum held by them on behalf of the Trust. Further, Shareholders’
recourse against the Trust, the Trustee and the Sponsor under New York law, the Custodian, the Zurich Sub-Custodian and any other
sub-custodian under English law, and any other sub-custodian under the law governing their custody operations is limited. Consequently,
a loss may be suffered with respect to the Trust’s platinum which is not covered by insurance and for which no person
is liable in damages.
The
Custodian’s limited liability under the Custody Agreements and English law may impair the ability of the Trust to recover
losses concerning its platinum and any recovery may be limited, even in the event of fraud, to the market value of the platinum
at the time the fraud is discovered.
The
liability of the Custodian is limited under the Custody Agreements. Under the Custody Agreements between the Trustee and the Custodian
which establish the Trust’s unallocated platinum account (“Unallocated Account”) and the Trust’s
allocated platinum account (“Allocated Account”), the Custodian is only liable for losses that are the direct
result of its own negligence, fraud or willful default in the performance of its duties. Any such liability is further limited
to the market value of the platinum lost or damaged at the time such negligence, fraud or willful default is discovered by
the Custodian provided the Custodian notifies the Trust and the Trustee promptly after the discovery of the loss or damage. Under
each Authorized Participant Unallocated Bullion Account Agreement (between the Custodian and an Authorized Participant establishing
an Authorized Participant Unallocated Account), the Custodian is not contractually or otherwise liable for any losses suffered
by any Authorized Participant or Shareholder that are not the direct result of its own gross negligence, fraud or willful default
in the performance of its duties under such agreement, and in no event will its liability exceed the market value of the balance
in the Authorized Participant Unallocated Account at the time such gross negligence, fraud or willful default is discovered by
the Custodian. For any Authorized Participant Unallocated Bullion Account Agreement between an Authorized Participant and another
platinum clearing bank, the liability of the platinum clearing bank to the Authorized Participant may be greater or lesser than
the Custodian’s liability to the Authorized Participant described in the preceding sentence, depending on the terms of the
agreement. In addition, the Custodian will not be liable for any delay in performance or any non-performance of any of its obligations
under the Allocated Account Agreement, the Unallocated Account Agreement or the Authorized Participant Unallocated Bullion
Account Agreement by reason of any cause beyond its reasonable control, including acts of God, war or terrorism. As a result,
the recourse of the Trustee or a Shareholder, under English law, is limited. Furthermore, under English common law, the Custodian, the
Zurich Sub-Custodian, or any other sub-custodian will not be liable for any delay in the performance or any non-performance of
its custodial obligations by reason of any cause beyond its reasonable control.
27
The
obligations of the Custodian, the Zurich Sub-Custodian and any other sub-custodians are governed by English law, which may
frustrate the Trust in attempting to seek legal redress against the Custodian, the Zurich Sub-Custodian or any other
sub-custodian concerning its platinum.
The
obligations of the Custodian under the Custody Agreements are, and the Authorized Participant Unallocated Bullion Account
Agreements may be, governed by English law. The Custodian has entered into arrangements with the Zurich Sub-Custodian and may
enter into arrangements with any other sub-custodians for the temporary custody of the Trust’s platinum, which
arrangements may also be governed by English law. The Trust is a New York common law trust. Any United States, New York or other
court situated in the United States may have difficulty interpreting English law (which, insofar as it relates to custody arrangements,
is largely derived from court rulings rather than statute), LPPM rules or the customs and practices in the London custody
market. It may be difficult or impossible for the Trust to sue the Zurich Sub-Custodian or any other sub-custodian in
a United States, New York or other court situated in the United States. In addition, it may be difficult, time consuming and/or
expensive for the Trust to enforce in a foreign court a judgment rendered by a United States, New York or other court situated
in the United States.
Although
the relationship between the Custodian and the Zurich Sub-Custodian concerning the Trust’s allocated platinum is expressly
governed by English law, a court hearing any legal dispute concerning their arrangement may disregard that choice of law and apply
Swiss law, in which case the ability of the Trust to seek legal redress against the Zurich Sub-Custodian may be frustrated.
The
obligations of the Zurich Sub-Custodian under its arrangement with the Custodian with respect to the Trust’s allocated platinum
is expressly governed by English law. Nevertheless, a court in the United States, England or Switzerland may determine that English
law should not apply and, instead, apply Swiss law to that arrangement. Not only might it be difficult or impossible for a United
States or English court to apply Swiss law to the Zurich Sub-Custodian's arrangement, but application of Swiss law may, among
other things, alter the relative rights and obligations of the Custodian and the Zurich Sub-Custodian to the extent that a loss
to the Trust’s platinum may not have adequate or any legal redress. Further, the ability of the Trust to seek legal
redress against the Zurich Sub-Custodian may be frustrated by application of Swiss law.
The
Trust may not have adequate sources of recovery if its platinum is lost, damaged, stolen or destroyed.
If
the Trust’s platinum is lost, damaged, stolen or destroyed under circumstances rendering a party liable to the Trust,
the responsible party may not have the financial resources sufficient to satisfy the Trust’s claim. For example, as to a
particular event of loss, the only source of recovery for the Trust might be limited to the Custodian, the Zurich Sub-Custodian
or any other sub-custodian or, to the extent identifiable, other responsible third parties (e.g., a thief or terrorist), any of
which may not have the financial resources (including liability insurance coverage) to satisfy a valid claim of the Trust.
28
Shareholders
and Authorized Participants lack the right under the Custody Agreements to assert claims directly against the Custodian, the Zurich
Sub-Custodian, and any other sub-custodian.
Neither
the Shareholders nor any Authorized Participant have a right under the Custody Agreements to assert a claim of the Trust against
the Custodian, the Zurich Sub-Custodian, or any other sub-custodian. Claims under the Custody Agreements may only be asserted
by the Trustee on behalf of the Trust.
The
Custodian is reliant on the Zurich Sub-Custodian for the safekeeping of all or a substantial portion of the Trust’s platinum.
Furthermore, the Custodian has limited obligations to oversee or monitor the Zurich Sub-Custodian. As a result, failure by any
Zurich Sub-Custodian to exercise due care in the safekeeping of the Trust’s platinum could result in a loss to the Trust.
Platinum
generally trades on a loco London or loco Zurich basis whereby the physical platinum is held in vaults located in London or Zurich
or is transferred into accounts established in London or Zurich. The Custodian does not have a vault in Zurich and is reliant
on the Zurich Sub-Custodian for the safekeeping of all or a substantial portion of the Trust’s allocated platinum. Other
than obligations to (1) use reasonable care in appointing the Zurich Sub-Custodian, (2) require any Zurich Sub-Custodian to segregate
the platinum held by it for the Trust from any other platinum held by it for the Custodian and any other customers of the Custodian
by making appropriate entries in its books and records and (3) ensure that the Zurich Sub-Custodian provides confirmation to the
Trustee that it has undertaken to segregate the platinum held by it for the Trust, the Custodian is not liable for the acts or
omissions of the Zurich Sub-Custodian. Other than as described above, the Custodian does not undertake to monitor the performance
by the Zurich Sub-Custodian of its custody functions. The Trustee’s obligation to monitor the performance of the Custodian
is limited to receiving and reviewing the reports of the Custodian. The Trustee does not monitor the performance of the Zurich
Sub-Custodian or any other sub-custodian. In addition, the ability of the Trustee and the Sponsor to monitor the performance of
the Custodian may be limited because under the Custody Agreements, the Trustee and the Sponsor have only limited rights to visit
the premises of the Custodian or the Zurich Sub-Custodian for the purpose of examining the Trust’s platinum and certain
related records maintained by the Custodian or the Zurich Sub-Custodian.
As
a result of the above, any failure by any Zurich Sub-Custodian to exercise due care in the safekeeping of the Trust’s platinum
may not be detectable or controllable by the Custodian, the Sponsor or the Trustee and could result in a loss to the Trust.
The
Custodian relies on its Zurich Sub-Custodian to hold the platinum allocated to the Trust Allocated Account and used to settle
redemptions. As a result, settlement of platinum in connection with redemptions loco London may require more than two business
days.
The
Custodian is reliant on its Zurich Sub-Custodian to hold the platinum allocated to the Trust Allocated Account in order to effect
redemption of Shares. As a result, in the case for redemption orders electing platinum deliveries to be received loco London,
it may take longer than two business days for platinum to be credited to the Authorized Participant Unallocated Account, which
may result in a delay of settlement of the redemption order that is settled loco London.
Because
the Trustee does not, and the Custodian has limited obligations to, oversee or monitor the activities of sub-custodians who may
hold the Trust’s platinum, failure by the sub-custodians to exercise due care in the safekeeping of the Trust’s platinum
could result in a loss to the Trust.
Under
the Allocated Account Agreement, the Custodian may appoint from time to time one or more sub-custodians to hold the Trust’s
platinum on a temporary basis pending delivery to the Custodian. The Custodian has selected UBS AG as the sub-custodian for
platinum. The Custodian may also use LPPM market-making members that provide bullion vaulting and clearing services to third
parties. The Custodian selects the Zurich Sub-Custodian, and the Zurich Sub-Custodian maintains custody of all of the Trust's
allocated platinum to be held in Zurich for the Custodian. The Custodian is required under the Allocated Account Agreement to use
reasonable care in appointing the Zurich Sub-Custodian and any other sub-custodians, making the Custodian liable only for negligence
or bad faith in the selection of such sub-custodians, and has an obligation to use commercially reasonable efforts to obtain
delivery of the Trust’s platinum from any sub-custodians appointed by the Custodian. Otherwise, the Custodian is not liable
for the acts or omissions of its sub-custodians. These sub-custodians may in turn appoint further sub-custodians, but the Custodian
is not responsible for the appointment of these further sub-custodians. The Custodian does not undertake to monitor the performance
by sub-custodians of their custody functions or their selection of further sub-custodians. The Trustee does not monitor the
performance of the Custodian other than to review the reports provided by the Custodian pursuant to the Custody Agreements and does
not undertake to monitor the performance of any sub-custodian. Furthermore, except for the Zurich Sub-Custodian, the Trustee may
have no right to visit the premises of any sub-custodian for the purposes of examining the Trust’s platinum or any records
maintained by the sub-custodian, and no sub-custodian will be obligated to cooperate in any review the Trustee may wish to conduct
of the facilities, procedures, records or creditworthiness of such sub-custodian. In addition, the ability of the Trustee to monitor
the performance of the Custodian may be limited because under the Allocated Account Agreement and the Unallocated Account Agreement
the Trustee has only limited rights to visit the premises of the Custodian and the Zurich Sub-Custodian for the purpose of examining
the Trust’s platinum and certain related records maintained by the Custodian and the Zurich Sub-Custodian.
29
The
obligations of any sub-custodian of the Trust’s platinum are not determined by contractual arrangements but by LPPM rules
and London platinum market customs and practices, which may prevent the Trust’s recovery of damages for losses on its platinum
custodied with sub-custodians.
Except
for the Custodian’s arrangement with the Zurich Sub-Custodian, there are expected to be no written contractual arrangements
between sub-custodians that hold the Trust’s platinum and the Trustee or the Custodian because traditionally such arrangements
are based on the LPPM’s rules and on the customs and practices of the London Platinum market. In the event of a legal dispute
with respect to or arising from such arrangements, it may be difficult to define such customs and practices. The LPPM’s
rules may be subject to change outside the control of the Trust. Under English law, neither the Trustee nor the Custodian would
have a supportable breach of contract claim against a sub-custodian for losses relating to the safekeeping of platinum. If the
Trust’s platinum is lost or damaged while in the custody of a sub-custodian, the Trust may not be able to recover damages
from the Custodian or the sub-custodian. Whether a sub-custodian will be liable for the failure of sub-custodians appointed by
it to exercise due care in the safekeeping of the Trust’s platinum will depend on the facts and circumstances of the particular
situation. Shareholders cannot be assured that the Trustee will be able to recover damages from sub-custodians whether appointed
by the Custodian or by another sub-custodian for any losses relating to the safekeeping of platinum by such sub-custodians.
Platinum
bullion allocated to the Trust in connection with the creation of a Basket may not meet the London/Zurich Good Delivery Standards
and, if a Basket is issued against such platinum, the Trust may suffer a loss.
Neither
the Trustee nor the Custodian independently confirms the fineness of the platinum allocated to the Trust in connection with the
creation of a Basket. The platinum bullion allocated to the Trust by the Custodian may be different from the reported fineness
or weight required by the LPPM’s standards for platinum plates or ingots delivered in settlement of a platinum trade (London/Zurich
Good Delivery Standards), the standards required by the Trust. If the Trustee nevertheless issues a Basket against such platinum,
and if the Custodian fails to satisfy its obligation to credit the Trust the amount of any deficiency, the Trust may suffer a
loss.
Platinum
held in the Trust’s unallocated platinum account and any Authorized Participant’s unallocated platinum account is
not segregated from the Custodian’s assets. If the Custodian becomes insolvent, its assets may not be adequate to satisfy
a claim by the Trust or any Authorized Participant. In addition, in the event of the Custodian’s insolvency, there may be
a delay and costs incurred in identifying the bullion held in the Trust’s allocated platinum account.
Platinum
which is part of a deposit for a purchase order or part of a redemption distribution is held for a time in the Trust Unallocated
Account and, previously or subsequently in, the Authorized Participant Unallocated Account of the purchasing or redeeming Authorized
Participant. During those times, the Trust and the Authorized Participant, as the case may be, have no proprietary rights to any
specific plates or ingots of platinum held by the Custodian and are each an unsecured creditor of the Custodian with respect to
the amount of platinum held in such unallocated accounts. In addition, if the Custodian fails to allocate the Trust’s platinum
in a timely manner, in the proper amounts or otherwise in accordance with the terms of the Unallocated Account Agreement, or if
a sub-custodian fails to so segregate platinum held by it on behalf of the Trust, unallocated platinum will not be segregated
from the Custodian’s assets, and the Trust will be an unsecured creditor of the Custodian with respect to the amount so
held in the event of the insolvency of the Custodian. In the event the Custodian becomes insolvent, the Custodian’s assets
might not be adequate to satisfy a claim by the Trust or the Authorized Participant for the amount of platinum held in their respective
unallocated platinum accounts .
30
In
the case of the insolvency of the Custodian, a liquidator may seek to freeze access to the platinum held in all of the accounts
held by the Custodian, including the Trust Allocated Account. Although the Trust would be able to claim ownership of properly
allocated platinum, the Trust could incur expenses in connection with asserting such claims, and the assertion of such a claim
by the liquidator could delay creations and redemptions of Baskets.
In
issuing Baskets, the Trustee relies on certain information received from the Custodian which is subject to confirmation after
the Trustee has relied on the information. If such information turns out to be incorrect, Baskets may be issued in exchange for
an amount of platinum which is more or less than the amount of platinum which is required to be deposited with the Trust.
The
Custodian’s definitive records are prepared after the close of its business day. However, when issuing Baskets, the Trustee
relies on information reporting the amount of platinum credited to the Trust’s accounts which it receives from the
Custodian during the business day and which is subject to correction during the preparation of the Custodian’s definitive
records after the close of business. If the information relied upon by the Trustee is incorrect, the amount of platinum actually
received by the Trust may be more or less than the amount required to be deposited for the issuance of Baskets.
GENERAL
RISKS
The
Trust relies on the information and technology systems of the Trustee, the Custodian, the Marketing Agent and, to a lesser degree,
the Sponsor, which could be adversely affected by information systems interruptions, cybersecurity attacks or other disruptions
which could have a material adverse effect on the Trust’s record keeping and operations.
The
Custodian, the Trustee, the Marketing Agent, and the Sponsor depend upon information technology infrastructure, including
network, hardware and software systems to conduct their business as it relates to the Trust. A cybersecurity incident, or a failure
to protect their computer systems, networks and information against cybersecurity threats, could result in a loss of information
and adversely impact their ability to conduct their business, including their business on behalf of the Trust. Despite implementation
of network and other cybersecurity measures, their security measures may not be adequate to protect against all cybersecurity
threats.
War,
a major terrorist attack and other geopolitical events, including but not limited to the war between Russia and Ukraine, outbreaks
or public health emergencies (as declared by the World Health Organization), the continuation or expansion of war or other hostilities,
or a prolonged government shutdown may cause volatility in the price of Bullion due to the importance of a country or region to
the Bullion markets, market access restrictions imposed on some local Bullion producers and refiners, potential impacts to global
transportation and shipping and other supply chain disruptions. These events are unpredictable and may lead to extended periods
of price volatility.
The
operations of the Trust, the exchanges, brokers and counterparties with which the Trust does business, and the markets in which
the Trust does business, could be severely disrupted in the event of war, a major terrorist attack and other geopolitical events,
including but not limited to, the war between Russia and Ukraine, outbreaks or public health emergencies (as declared by the World
Health Organization), the continuation or expansion of war or other hostilities, or a prolonged government shutdown. Such events
may cause volatility in the price of Bullion due to the importance of a country or region to the Bullion markets, market access
restrictions imposed on some local Bullion producers and refiners, or potential impacts to global transportation, shipping, and
other supply chain disruptions.
In
late February 2022, Russia invaded Ukraine, significantly amplifying already existing geopolitical tensions among Russia and other
countries in the region and in the West. The responses of countries and political bodies to Russia's actions, the larger overarching
tensions, and Ukraine's military response and the potential for wider conflict may increase financial market volatility generally,
have severe adverse effects on regional and global economic markets, and cause volatility in the price of platinum and the share price
of the Trust. The conflict in Ukraine, along with global political fallout and implications including sanctions, shipping disruptions,
collateral war damage, and a potential expansion of the conflict beyond Ukraine's borders, could disturb the Bullion markets.
Russia is one of the world's largest producers of gold, palladium, platinum and silver. On March 7, 2022, the LBMA suspended its
accreditation of six Russian refiners of gold and silver, and, on April 8, 2022, the LPPM suspended its accreditation of two Russian
refiners of platinum and palladium. The LBMA and LPPM each stated that existing bars produced by the refiners before their suspension
will still be accepted as good delivery. Following an announcement at the G7 Summit to collectively ban the import of Russian
gold, the UK passed regulations which prohibit the direct or indirect (i) import of gold that originated in Russia, (ii) acquisition
of gold that originated in Russia or is located in Russia and (iii) supply or delivery of gold that originated in Russia, all
after July 21, 2022. Similarly, US regulations prohibit the import of gold of Russian origin into the United States on or after
June 28, 2022 and EU regulations prohibit the direct or indirect import, purchase or transfer of gold if it originates in Russia
and has been exported from Russia after July 22, 2022. War and other geopolitical events in eastern Europe, including but not
limited to Russia and Ukraine, may cause volatility in commodity prices including precious metals prices. These events are unpredictable
and may lead to extended periods of price volatility.
31
The
Trust as well as the Sponsor and its service providers are vulnerable to the effects of public health crises, including the ongoing
novel coronavirus pandemic.
The
COVID-19 pandemic has caused major disruptions to economies and markets around the world, including the markets in which the Trust
invests, and which has and may continue to negatively impact the value of certain of the Trust’s investments. Although vaccines
for COVID-19 and variants thereof are becoming more widely available, the COVID-19 pandemic and impacts thereof may continue for
an extended period of time and may vary from market to market. To the extent the impacts of COVID-19 continue, the Trust may experience
negative impacts to its business that could exacerbate other risks to which the Trust is subject. Policy and legislative changes
in countries around the world are affecting many aspects of financial regulation, and governmental and quasi-governmental authorities
and regulators throughout the world have previously responded to serious economic disruptions with a variety of significant fiscal
and monetary policy changes.
Potential
conflicts of interest may arise among the Sponsor or its affiliates and the Trust.
Conflicts
of interest may arise among the Sponsor and its affiliates, on the one hand, and the Trust and its Shareholders, on the other
hand. As a result of these conflicts, the Sponsor may favor its own interests and the interests of its affiliates over the Trust
and its Shareholders. As an example, the Sponsor, its affiliates and their officers and employees are not prohibited from engaging
in other businesses or activities, including those that might be in direct competition with the Trust.
Item
1B. Unresolved Staff Comments
None.
Item
2. Properties
Not
applicable.
Item
3. Legal Proceedings
None
Item
4. Mine Safety Disclosures
Not
applicable.
32
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The
Trust’s Shares have been listed on the NYSE Arca under the symbol PPLT since its initial public offering on January 8, 2010.
The following tables set out the range of high and low closing prices for the Shares as reported for NYSE Arca transactions for
each of the quarters during the years ended December 31, 2022 and 2021:
Fiscal Year Ended December 31, 2022: Quarter Ended
High
Low
March 31, 2022
$ 107.64
$ 87.98
June 30, 2022
$ 95.41
$ 83.10
September 30, 2022
$ 89.29
$ 76.76
December 31, 2022
$ 99.28
$ 81.95
Fiscal Year Ended December 31, 2021: Quarter Ended
High
Low
March 31, 2021
$ 119.43
$ 96.94
June 30, 2021
$ 117.62
$ 97.51
September 30, 2021
$ 106.40
$ 85.27
December 31, 2021
$ 101.54
$ 85.71
The
number of outstanding Shares of the Trust as of February 23, 2023 was 11,000,000.
Monthly
Share Price
The
following table sets forth, for each of the most recent six months, the high and low closing prices of the Shares, as reported
for NYSE Arca transactions.
Month
High
Low
August 2022
$ 89.29
$ 78.26
September 2022
$ 85.52
$ 76.76
October 2022
$ 89.06
$ 81.95
November 2022
$ 96.28
$ 85.40
December 2022
$ 99.28
$ 90.74
January 2023
$ 101.09
$ 93.41
33
Issuer
Purchase of Equity Securities
The
Trust issues and redeems Shares only with Authorized Participants in exchange for platinum, only in aggregations of 50,000 Shares
or integral multiples thereof. A list of current Authorized Participants is available from the Sponsor or the Trustee and is included
in Item 7 of this report. Although the Trust does not purchase Shares directly from its Shareholders in connection with the redemption
of Baskets, the Trust redeemed as follows during the years ended December 31, 2022 and 2021:
Month
Total
number of
Shares redeemed
Average
ounces
of platinum
per Share
January
2022
200,000
0.093
February 2022
150,000
0.093
March 2022
150,000
0.093
April 2022
200,000
0.093
May 2022
450,000
0.093
June 2022
100,000
0.093
July 2022
500,000
0.093
August 2022
200,000
0.093
September 2022
550,000
0.093
October 2022
100,000
0.093
November 2022
400,000
0.093
December 2022
—
—
Total
3,000,000
0.093
Month
Total
number of
Shares redeemed
Average
ounces
of platinum
per Share
January 2021
50,000
0.094
February 2021
350,000
0.094
March 2021
—
—
April 2021
300,000
0.093
May 2021
—
—
June 2021
—
—
July 2021
150,000
0.093
August 2021
250,000
0.093
September 2021
200,000
0.093
October 2021
—
—
November 2021
50,000
0.093
December 2021
550,000
0.093
Total
1,900,000
0.093
34
Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This
information should be read in conjunction with the financial statements and notes to the financial statements included with this
report. The discussion and analysis that follows may contain statements that relate to future events or future performance. In
some cases, such forward-looking statements can be identified by terminology such as “may,” “should,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential” or the negative of these terms or other comparable terminology. We remind readers that forward-looking
statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown
risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially
different from any future results, performance, levels of activity, or our achievements expressed or implied by such forward-looking
statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the
date hereof. The Trust undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect
events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Introduction
The
abrdn Platinum ETF Trust (the “Trust”) is a trust formed under the laws of the State of New York. The Trust does not
have any officers, directors, or employees, and is administered by The Bank of New York Mellon (the “Trustee”) acting
as trustee pursuant to the Depositary Trust Agreement (the “Trust Agreement”) between the Trustee and abrdn EFTs Sponsor
LLC, the sponsor of the Trust (the “Sponsor”). The Trust issues shares (“Shares”) representing fractional
undivided beneficial interests in its net assets. The assets of the Trust consist of platinum bullion held by a custodian as an
agent of the Trust and responsible only to the Trustee.
The
Trust is a passive investment vehicle and the objective of the Trust is for the value of each Share to approximately reflect,
at any given time, the price of the platinum bullion owned by the Trust, less the Trust’s liabilities (anticipated to be
principally for accrued operating expenses), divided by the number of outstanding Shares. The Trust does not engage in any activities
designed to obtain a profit from, or ameliorate losses caused by, changes in the price of platinum.
The
Trust issues and redeems Shares only in exchange for platinum, only in aggregations of 50,000 Shares or integral multiples thereof
(each, a “Basket”), and only in transactions with registered broker-dealers (or other securities market participants
not required to register as broker-dealers such as banks or other financial institutions) who (1) are participants in the DTC
and (2) have previously entered into an agreement with the Trust governing the terms and conditions of such issuance (such dealers,
the “Authorized Participants”).
As
of the date of this annual report the Authorized Participants that have signed an Authorized Participant Agreement with the Trust
are Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC,
Merrill Lynch Professional Clearing Corp., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc.,
UBS Securities LLC and Virtu Americas, LLC.
35
Shares
of the Trust trade on the NYSE Arca under the symbol “PPLT.”
Investing
in the Shares does not insulate the investor from certain risks, including price volatility. The following table illustrates the
movement in the NAV of the Shares against the corresponding platinum price (per 1/10 of an oz. of platinum) since inception:
NAV
per Share vs. 1/10 th Platinum Price from December 30, 2009 (the Date of Inception) to December 31, 2022
The
divergence of the NAV per Share from the platinum price over time reflects the cumulative effect of the Trust expenses that arise
if an investment had been held since inception.
Critical
Accounting Policy
The
financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United
States of America. The preparation of these financial statements relies on estimates and assumptions that impact the Trust’s
financial position and results of operations. These estimates and assumptions affect the Trust’s application of accounting
policies. Below we describe the valuation of platinum bullion, a critical accounting policy that we believe is important to understanding
the results of operations and financial position. In addition, please refer to Note 2 to the Financial Statements for further
discussion of the our accounting policies.
Valuation
of Platinum
Platinum
is held by JPMorgan Chase Bank, N.A. (the “Custodian”) on behalf of the Trust, at its London, England vaulting premises.
Platinum may also be held by UBS AG, or any other firm selected by the Custodian to hold the Trust’s platinum in the Trust’s
allocated account in the firm’s Zurich vault premises and whose appointment has been approved by the Sponsor, at its Zurich,
Switzerland vaulting premises. Platinum is recorded at fair value. The cost of platinum is determined according to the average
cost method and the fair value is based on the LME PM Fix. Realized gains and losses on transfers of platinum, or platinum distributed
for the redemption of Shares, are calculated on a trade date as the difference between the fair value and cost of platinum transferred.
December
31, 2022
December
31, 2021
December
31, 2020
(Amounts in 000’s of US$)
Investment in platinum - cost
$ 1,028,086
$ 1,145,807
$ 1,181,607
Unrealized gain/(loss) on investment in platinum
69,021
(7,543 )
148,665
Investment in platinum - fair value
$ 1,097,107
$ 1,138,264
$ 1,330,272
Inspection of Platinum
Under the Custody Agreements, the Trustee, the Sponsor and the Trust's auditors and inspectors may, only up to twice a year, visit
the premises of the Custodian and the Zurich Sub-Custodian for the purpose of examining the Trust's platinum and certain related records
maintained by the Custodian. Under the Allocated Account Agreement, the Custodian agreed to procure similar inspection rights from the
Zurich Sub-Custodian. Any such inspection rights with respect to the Zurich Sub-Custodian are expected to be granted in accordance with
the normal course of dealing between the Custodian and the Zurich Sub-Custodian. Visits by auditors and inspectors to the Zurich Sub-Custodian's
facilities will be arranged through the Custodian. Other than with respect to the Zurich Sub-Custodian, the Trustee and the Sponsor have
no right to visit the premises of any sub-custodian for the purposes of examining the Trust's platinum or any records maintained by the
sub-custodian, and no sub-custodian is obligated to cooperate in any review the Trustee or the Sponsor may wish to conduct of the facilities,
procedures, records or creditworthiness of such sub-custodian.
The Sponsor has exercised its right to visit the Custodian and the Zurich Sub-Custodian, in order to examine the platinum and the records
maintained by them. Inspections were conducted by Bureau Veritas Commodities UK Ltd, a leading commodity inspection and testing company
retained by the Sponsor, as of June 30, 2022 and December 31, 2022.
There can be no guarantee that the Sponsor or the Trust's auditors and inspectors will be able to perform physical inspections of the
Trust's platinum as planned. Local policies, regulations, or ordinances, as well as polices or restrictions adopted by the Custodian or
a sub-custodian, may temporarily prevent, or otherwise impair the ability of, the Sponsor or the Trust's auditors and inspectors, from
performing a physical inspection of the Trust's platinum on a desired date. In those situations, the Sponsor or the Trust's auditors and
inspectors may seek to verify the platinum held by the Trust by alternate means, including through virtual inspections of the Trust's
platinum and/or a review of pertinent records.
Liquidity
The
Trust is not aware of any trends, demands, conditions, events or uncertainties that are reasonably likely to result in material
changes to its liquidity needs. In exchange for the Sponsor’s Fee, the Sponsor has agreed to assume most of the expenses
incurred by the Trust. As a result, the only expense of the Trust during the period covered by this report was the Sponsor’s
Fee. The Trust’s only source of liquidity is its transfers and sales of platinum.
The
Trustee will, at the direction of the Sponsor or in its own discretion, sell the Trust’s platinum as necessary
to pay the Trust’s expenses not otherwise assumed by the Sponsor. The Trustee will not sell platinum to pay the Sponsor’s
Fee but will pay the Sponsor’s Fee through in-kind transfers of platinum to the Sponsor. At December 31, 2022
and 2021, the Trust did not have any cash balances.
36
Review
of Financial Results
Financial
Highlights
Year
Ended
December 31,
2022
Year
Ended
December 31,
2021
Year
Ended
December 31,
2020
(Amounts in 000’s of US$)
Total gain/(loss) on platinum
$ 70,019
$ (136,599 )
$ 180,104
Net change in assets from operations
$ 63,463
$ (144,840 )
$ 174,917
Net cash provided by operating activities
$ —
$ —
$ —
The net
asset value (“NAV”) of the Trust is obtained by subtracting the Trust’s expenses and liabilities on any day from
the value of the platinum owned by the Trust plus any platinum receivable on that day; the NAV per Share is obtained by dividing the
NAV of the Trust on a given day by the number of Shares outstanding on that day.
The
year ended December 31, 2022
The
Trust’s NAV decreased from $1,133,206,525 at December 31, 2021 to $1,096,553,007 at December 31, 2022, a 3.23% decrease
for the year. The decrease in the Trust’s NAV resulted primarily from a decrease in outstanding Shares, which
fell from 12,700,000 at December 31, 2021 to 11,500,000 at December 31, 2022, a result of 1,800,000 Shares (36 Baskets) being
created and 3,000,000 Shares (60 Baskets) being redeemed during the year. There was an increase in the price per ounce of platinum, which rose 7.51% from $959.00 at December 31, 2021 to $1,031.00 at December
31, 2022.
The
NAV per Share increased 6.86% from $89.23 at December 31, 2021 to $95.35 at December 31, 2022. The Trust’s NAV per Share
rose slightly less than the price per ounce of platinum on a percentage basis due to Sponsor’s Fee, which was $6,556,049
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $106.98 at March 8, 2022 was the highest during the year, compared with a low of $77.07 at July 14, 2022.
The
increase in net assets from operations for the year ended December 31, 2022 was $63,462,524, resulting from a change in unrealized
gain on investment in platinum of $76,534,694, offset by a realized loss of $88,492 on the transfer of platinum to pay expenses,
a realized loss of $6,427,899 on platinum distributed for the redemption of Shares, and the Sponsor’s Fees of $6,556,049.
Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2022.
The
year ended December 31, 2021
The
Trust’s NAV decreased from $1,329,606,858 at December 31, 2020 to $1,133,206,525 at December 31, 2021, a 14.77% decrease
for the year. The decrease in the Trust’s NAV resulted primarily from a decrease in the price per ounce of platinum, which
fell 10.21% from $1,068.00 at December 31, 2020 to $959.00 at December 31, 2021. There was also a decrease in outstanding Shares,
which fell from 13,300,000 at December 31, 2020 to 12,700,000 at December 31, 2021, a result of 1,300,000 Shares (26 Baskets)
being created and 1,900,000 Shares (38 Baskets) being redeemed during the year.
37
The
NAV per Share decreased 10.74% from $99.97 at December 31, 2020 to $89.23 at December 31, 2021. The Trust’s NAV per Share
fell slightly more than the price per ounce of platinum on a percentage basis due to the Sponsor’s Fee, which was $8,241,060
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $121.03 at February 19, 2021 was the highest during the year, compared with a low of $84.79 at December 15, 2021.
The
decrease in net assets from operations for the year ended December 31, 2021 was $144,840,328 resulting from a realized gain of
$1,048,913 on the transfer of platinum to pay expenses and a realized gain of $18,599,650 on platinum distributed for the redemption
of Shares, offset by a change in unrealized loss on investment in platinum of $156,178,266, a change in unrealized loss on unsettled
redemptions of $29,565 and the Sponsor’s Fees of $8,241,060. Other than the Sponsor’s Fee, the Trust had no expenses
during the year ended December 31, 2021.
The
year ended December 31, 2020
The
Trust’s NAV increased from $712,718,535 at December 31, 2019 to $1,329,606,858 at December 31, 2020, an 86.55% increase
for the year. The increase in the Trust’s NAV resulted primarily from an increase in outstanding Shares, which rose from
7,950,000 at December 31, 2019 to 13,300,000 at December 31, 2020, a result of 7,050,000 Shares (141 Baskets) being created and
1,700,000 Shares (34 Baskets) being redeemed during the year.
There
was an increase in the price per ounce of platinum, which rose 12.18% from $952.00 at December 31, 2019 to $1,068.00 at December
31, 2020.
The
NAV per Share increased 11.51% from $89.65 at December 31, 2019 to $99.97 at December 31, 2020. The Trust’s NAV per Share
rose slightly less than the price per ounce of platinum on a percentage basis due to Sponsor’s Fee, which was $5,187,040
for the year, or 0.60% of the Trust’s ANAV.
The
NAV per Share of $99.97 at December 30, 2020 was the highest during the year, compared with a low of $55.77 at March 19, 2020.
The
increase in net assets from operations for the year ended December 31, 2020 was $174,917,272, resulting from a change in unrealized
gain on investment in platinum of $193,935,305, offset by a realized loss of $522,106 on the transfer of platinum to pay expenses,
a realized loss of $13,308,887 on platinum distributed for the redemption of Shares, and the Sponsor’s Fees of $5,187,040.
Other than the Sponsor’s Fee, the Trust had no expenses during the year ended December 31, 2020.
Off-Balance
Sheet Arrangements
The
Trust is not a party to any off-balance sheet arrangements.
Item
7A. Quantitative and Qualitative Disclosures about Market Risk
The
Trust Agreement does not authorize the Trustee to borrow for payment of the Trust’s ordinary expenses. The Trust does not
engage in transactions in foreign currencies which could expose the Trust or holders of Shares to any foreign currency related
market risk. The Trust invests in no derivative financial instruments and has no foreign operations or long-term debt instruments.
38
Item
8. Financial Statements and Supplementary Data (Unaudited)
Quarterly
Income Statements
Year
Ended December 31, 2022
Three months ended
Year ended
(Amounts in 000’s of US$, except for Share and per Share data)
March 31
June 30
September 30
December 31
December 31
EXPENSES
Sponsor’s Fee
$ 1,743
$ 1,716
$ 1,525
$ 1,572
$ 6,556
Total expenses
1,743
1,716
1,525
1,572
6,556
Net investment loss
(1,743 )
(1,716 )
(1,525 )
(1,572 )
(6,556 )
REALIZED AND UNREALIZED GAINS / (LOSSES)
Realized gain / (loss) on platinum transferred to pay expenses
56
34
(99 )
(79 )
(88 )
Realized gain
/ (loss) on platinum distributed for the redemption of Shares
2,890
66
(9,466 )
82
(6,428 )
Change in unrealized gain / (loss) on investment in platinum
24,158
(89,400 )
(38,627 )
180,404
76,535
Change in unrealized gain
/ (loss) on unsettled creations or redemptions
—
—
(9 )
9
—
Total gain / (loss) on investment in platinum
27,104
(89,300 )
(48,201 )
180,416
70,019
Change in net assets from operations
$ 25,361
$ (91,016 )
$ (49,726 )
$ 178,844
$ 63,463
Net increase / (decrease) in net assets per Share
$ 2.02
$ (7.12 )
$ (4.12 )
$ 15.54
$ 5.19
Weighted average number of Shares
12,556,667
12,782,967
12,060,326
11,509,239
12,223,973
Year Ended December 31, 2021
Three
months ended
Year ended
(Amounts in 000’s of
US$, except for Share and per Share data)
March 31
June 30
September
30
December
31
December
31
EXPENSES
Sponsor’s Fee
$ 2,188
$ 2,209
$ 1,985
$ 1,859
$ 8,241
Total expenses
2,188
2,209
1,985
1,859
8,241
Net investment loss
(2,188 )
(2,209 )
(1,985 )
(1,859 )
(8,241 )
REALIZED AND UNREALIZED GAINS / (LOSSES)
Realized gain on platinum transferred to pay expenses
311
457
207
74
1,049
Realized gain / (loss) on platinum distributed for the redemption of Shares
9,757
6,484
2,855
(536 )
18,560
Change in unrealized gain / (loss) on investment in platinum
135,421
(163,055 )
(123,151 )
(5,393 )
(156,178 )
Change in unrealized loss on unsettled creations or redemptions
—
—
—
(30 )
(30 )
Total gain / (loss) on investment in platinum
145,489
(156,114 )
(120,089 )
(5,885 )
(136,599 )
Change in net assets from operations
$ 143,301
$ (158,323 )
$ (122,074 )
$ (7,744 )
$ (144,840 )
Net increase / (decrease) in net assets per Share
$ 10.53
$ (11.64 )
$ (9.06 )
$ (0.59 )
$ (10.77 )
Weighted average number of Shares
13,603,889
13,607,143
13,466,848
13,195,652
13,446,986
39
Note:
Quarterly balances may not add to totals due to independent rounding.
The
financial statements required by Regulation S-X, together with the report of the Trust’s independent registered public accounting
firm appear on pages F-1 to F-13 of this filing.
40
Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item
9A. Controls and Procedures
Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
The
Trust maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its
Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange
Commission’s rules and forms, and that such information is accumulated and communicated to the Chief Executive Officer and
Chief Financial Officer of the Sponsor, and to the audit committee, as appropriate, to allow timely decisions regarding required
disclosure.
Under
the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer of the Sponsor, the
Sponsor conducted an evaluation of the Trust’s disclosure controls and procedures, as defined under Exchange Act Rules 13a-15(e)
and 15d-15(e). Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer of the Sponsor concluded
that, as of December 31, 2022, the Trust’s disclosure controls and procedures were effective.
Internal
controls over financial reporting have been maintained throughout the Trust’s fiscal year ended December 31, 2022. There
have been no changes that have materially affected, or are reasonably likely to materially affect, the Trust’s or Sponsor’s
internal control over financial reporting.
Management’s
Report on Internal Control over Financial Reporting
The
Sponsor’s management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined under Exchange Act Rules 13a-15(f) and 15d-15(f). The Trust’s internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control
over financial reporting includes those policies and procedures that:
(1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the Trust’s assets;
(2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles,
and that the Trust’s receipts and expenditures are being made only in accordance
with appropriate authorizations; and
(3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the Trust’s assets that could have a material effect on
the financial statements.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become ineffective because of changes
in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
41
The
Chief Executive Officer and Chief Financial Officer of the Sponsor assessed the effectiveness of the Trust’s internal control
over financial reporting as of December 31, 2022. In making this assessment, they used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013) . Their
assessment included an evaluation of the design of the Trust’s internal control over financial reporting and testing of
the operational effectiveness of its internal control over financial reporting. Based on their assessment and those criteria,
the Chief Executive Officer and Chief Financial Officer of the Sponsor concluded that the Trust maintained effective internal
control over financial reporting as of December 31, 2022.
KPMG
LLP, the independent registered public accounting firm that audited and reported on the financial statements included in this
Form 10-K, as stated in their report which is included herein, issued an attestation report on the effectiveness of the Trust’s
internal control over financial reporting as of December 31, 2022.
42
Report of Independent
Registered Public Accounting Firm
To the Sponsor, Trustee and Shareholders
abrdn Platinum
ETF Trust:
Opinion on Internal Control Over Financial Reporting
We have audited abrdn Platinum ETF Trust's (known as Aberdeen Standard
Platinum ETF Trust prior to March 31, 2022) (the Trust) internal control over financial reporting as of December 31, 2022, based on criteria
established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission. In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting
as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States) (PCAOB), the statements of assets and liabilities of the Trust, including the schedules
of investments, as of December 31, 2022 and 2021, the related statements of operations and changes in net assets and the financial highlights
for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the financial statements),
and our report dated February 28, 2023 expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Trust’s management is responsible for maintaining
effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express
an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered
with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is
a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition
of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.
/s/ KPMG LLP
New York, New York
February 28, 2023
43
Item
9B. Other Information
Not
applicable.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
The
Trust has no directors or executive officers. The biographies of the President and Chief Executive Officer of the Sponsor and
the Chief Financial Officer and Treasurer of the Sponsor are set out below:
Steven
Dunn – President and Chief Executive Officer
Mr.
Dunn, CIMA®, is the Head of Exchange Traded Funds at abrdn Inc.. Mr. Dunn guides the firm’s strategic direction and distribution
strategy for ETFs. Previously, he was a Director with Deutsche Asset and Wealth Management in charge of managing relationships
with US ETF Strategists and overseeing the Eastern Division sales team. Prior to that, Mr. Dunn was a consultant at Brandywine
Global Investment Management and has also held sales and distribution strategy positions at iShares, Blackrock and Vanguard. Mr.
Dunn holds a B.A. degree in Public Administration from Shippensburg University of Pennsylvania and has completed his MBA at Pennsylvania
State University. He holds the Series 7, 24, and 63 registrations as well as the Certified Investment Management Analyst®
(CIMA®).
Andrea
Melia – Chief Financial Officer and Treasurer
Ms.
Melia is Vice President and Senior Director of Product Management for abrdn Inc. Ms. Melia has managed the fund administration
team since joining abrdn Inc. in September 2009. Prior to joining abrdn Inc., Ms. Melia was Director of fund administration
and accounting oversight for Princeton Administrators LLC, a division of BlackRock Inc. and had worked with Princeton Administrators
since 1992. Ms. Melia holds a BS in Accounting from University of Scranton and a MBA from Rider University.
Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
In connection with her retirement, Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Sponsor, to be effective
on February 28, 2023, immediately after the filing of this report. Ms. Melia has served as Principal Financial Officer of the Registrant.
Brian Kordeck was appointed as Chief Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately
after the filing of this report. Mr. Kordeck will serve as Principal Financial Officer of the Registrant.
Brian Kordeck, age 44, joined abrdn Inc. (the parent company of the Sponsor) as a Senior Fund Administrator in 2013 and is currently a
Senior Product Manager with the company. Prior to joining abrdn Inc., Mr. Kordeck held financial reporting manager roles at the Bank of
New York Mellon and The Investment Fund for Foundations. Mr. Kordeck began his career as an auditor with PricewaterhouseCoopers LLP, focusing
on the investment management industry. Mr. Kordeck holds a BS in Business Administration from La Salle University.
As
described under Item 1 above, abrdn Inc. is the parent of the Sponsor.
Item
11. Executive Compensation
The
Trust has no directors or executive officers. The only ordinary expense paid by the Trust is the Sponsor’s Fee.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security
Ownership of Certain Beneficial Owners
There
are no persons known by the Trust to own directly or indirectly beneficially more than 5% of the outstanding Shares of the Trust.
Security
Ownership of Management
Not
applicable.
44
Change
in Control
Neither
the Sponsor nor the Trustee knows of any arrangements which may subsequently result in a change in control of the Trust.
Item
13. Certain Relationships and Related Transactions, and Director Independence
The
Trust has no directors or executive officers.
45
Item
14. Principal Accounting Fees and Services
Fees
for services performed by KPMG LLP for the years ended December 31, 2022 and 2021
New
York, NY Auditor ID: 185
December 31, 2022
December 31, 2021
Audit fees – KPMG
$ 77,250
77,250
Audit related fees - KPMG
—
10,000
$ 77,250
$ 87,250
Audit
Fees are fees paid by the Sponsor to KPMG LLP for professional services for the audit of the Trust’s financial statements
included in the Form 10-K and review of financial statements included in the Form 10-Qs, and for services that are normally provided
by the accountants in connection with regulatory filings or engagements. Audit Related Fees are paid by the Sponsor to KPMG LLP
for assurance and related services that are reasonably related to the performance of the audit or review of the Trust’s
financial statements. These services include the accountant providing a consent letter related to the Trust’s registration statement
filing.
Pre-Approval
Policies and Procedures
As
referenced in Item 10 above, the Trust has no board of directors, and as a result, has no pre-approval policies or procedures
with respect to fees paid to KPMG LLP. Such determinations are made by the Sponsor.
46
Item
15. Exhibits, Financial Statement Schedules
1.
Financial Statements
See
Index to Financial Statements on Page F-1 for a list of the financial statements being filed herein.
2.
Financial Statement Schedules
Schedules
have been omitted since they are either not required, not applicable, or the information has otherwise been included.
Exhibit
No.
Description
4.1(a)
Depositary
Trust Agreement, incorporated by reference to Exhibit 4.1 filed with Registration Statement No. 333-158381 on December 31,
2009
4.1(b)
Amendment
to the Depositary Trust Agreement effective October 1, 2018, incorporated by reference to Exhibit 4.1 filed with the Trust’s
Current Report on Form 8-K on October 5, 2018
4.2
Form
of Authorized Participant Agreement, effective as of September 5, 2017 incorporated by reference to Exhibit 4.2 filed with
the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2017
4.3
Certificate
of Beneficial Interest, incorporated by reference to Exhibit 4.3 filed with Registration Statement No. 333-158381 on December
31, 2009
10.1(a)
Allocated
Account Agreement, incorporated by reference to Exhibit 10.1 filed with Registration Statement No. 333-158381 on December
31, 2009
10.1(b)
Amendment
to the Allocated Account Agreement effective October 1, 2018, incorporated by reference to Exhibit 10.1 filed with the Trust’s
Current Report on Form 8-K on October 5, 2018
10.1(c)
Second
Amendment to the Allocated Account Agreement effective June 5, 2020, incorporated by reference to Exhibit 10.1 filed with
the Trust’s Current Report on Form 8-K on June 11, 2020
10.2(a)
Unallocated
Account Agreement, incorporated by reference to Exhibit 10.2 filed with Registration Statement No. 333-158381 on December
31, 2009
10.2(b)
Amendment
to the Unallocated Account Agreement, incorporated by reference to Exhibit 10.2 filed with the Trust’s Current Report
on Form 8-K on October 5, 2018
10.2(c)
Second
Amendment to the Unallocated Account Agreement effective June 5, 2020, incorporated by reference to Exhibit 10.2 filed with
the Trust’s Current Report on Form 8-K on June 11, 2020
10.3
Depository
Agreement, incorporated by reference to Exhibit 10.3 filed with Registration Statement No. 333-158381 on December 31, 2009
10.4(a)
Marketing
Agent Agreement, incorporated by reference to Exhibit 10.4 filed with Registration Statement No. 333-158381 on December 31,
2009
10.4(b)
Novation
of and Amendment No. 1 to the Marketing Agent Agreement effective as of October 1, 2018
23.1
Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1
Chief Executive Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
Chief Financial Officer’s Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1
Chief Executive Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Chief Financial Officer’s Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101
The following financial statements from the
Trust’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL: (i) Statements of
Assets and Liabilities, (ii) Statements of Operations, (iii) Statements of Changes in Net Assets, and (iv) Notes to the Financial
Statements.
47
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Document
101.DEF
Inline XBRL Taxonomy Extension Definitions Document
101.LAB
Inline XBRL Taxonomy Extension Labels Document
101.PRE
Inline XBRL Taxonomy Extension Presentation
Document
104
The cover page from the Trust’s Annual
Report on Form 10-K for the year ended December 31, 2022, formatted in Inline XBRL (included as Exhibit 101).
Item
16. Form 10-K Summary
Not
applicable.
48
ABRDN
PLATINUM ETF TRUST
Financial Statements as of December 31, 2022
Index
Page
Report of Independent Registered Public Accounting Firm
F-2
Statements of Assets and Liabilities at December 31, 2022 and 2021
F-3
Schedules of Investments at December 31, 2022 and 2021
F-4
Statements of Operations for the years ended December 31, 2022, 2021 and 2020
F-5
Statements of Changes in Net Assets for the years ended December 31, 2022, 2021 and 2020
F-6
Financial Highlights for the years ended December 31, 2022, 2021 and 2020
F-7
Notes to the Financial Statements
F-8
F- 1
Report of Independent Registered
Public Accounting Firm
To the Sponsor, Trustee and Shareholders
abrdn Platinum
ETF Trust:
Opinion on the Financial Statements
We have audited the accompanying statements of assets and
liabilities of abrdn Platinum ETF Trust (known as Aberdeen Standard Platinum ETF Trust prior to March 31, 2022) (the Trust), including
the schedules of investments, as of December 31, 2022 and 2021, the related statements of operations and changes in net assets and the
financial highlights for each of the years in the three-year period ended December 31, 2022, and the related notes (collectively, the
financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the
Trust as of December 31, 2022 and 2021, and the results of its operations, changes in its net assets and financial highlights for each
of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of December
31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 28, 2023 expressed an unqualified opinion on the effectiveness
of the Trust’s internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Trust’s
management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter
arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee
and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Evaluation of the evidence pertaining to the existence of the
platinum holdings
As presented on the December 31, 2022 schedule of investments
and in Note 2.2, the fair value of the Trust’s investment in platinum is $1,097,107 thousand, representing 100.05% of the Trust’s
net assets, and 1,064,119 ounces of platinum holdings. The investment in platinum was held by a third-party custodian or sub-custodian
(collectively, the custodian).
We identified the evaluation of the evidence pertaining
to the existence of the platinum holdings as a critical audit matter. Given the nature and volume of the platinum holdings, subjective
auditor judgment was required to evaluate the extent and nature of evidence obtained to assess the existence of platinum held by the custodian.
The following are the primary procedures we performed to address
this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the
critical audit matter. This included controls over (1) the comparison of the Trust’s records of platinum held to the custodian’s
records, (2) the approval of platinum deposits and withdrawals by the trustee of the Trust and (3) the physical counts of the Trust’s
platinum holdings performed at the custodian’s locations by a third party engaged by the Trust’s sponsor. We obtained a schedule
directly from the custodian of the Trust’s platinum holdings held by the custodian as of December 31, 2022. We compared the total
ounces on such schedule to the Trust’s record of platinum holdings. We also attended and observed a part of the physical counts
of the Trust’s platinum holdings. We obtained and read the physical counts results reports of the third party and reconciled those
reports to both the Trust’s and custodian’s records.
/s/ KPMG LLP
We have served as the Trust’s auditor since 2015.
New York, New York
February 28, 2023
F- 2
abrdn
Platinum ETF Trust
Statements
of Assets and Liabilities
At
December 31, 2022 and 2021
December 31, 2022
December 31, 2021
(Amounts in 000’s of US$, except for Share and per Share data)
ASSETS
Investment in platinum (cost: December 31, 2022: $1,028,086; December 31, 2021: $1,145,807)
$ 1,097,107
$ 1,138,264
Total assets
1,097,107
1,138,264
LIABILITIES
Fees payable to Sponsor
554
596
Platinum payable
—
4,461
Total liabilities
554
5,057
NET ASSETS (1)
$ 1,096,553
$ 1,133,207
(1)
Authorized share
capital is unlimited with no par value per Share. Shares issued and outstanding at December 31, 2022 were 11,500,000 and at
December 31, 2021 were 12,700,000 . Net asset values per Share at December 31, 2022 and December 31, 2021 were $ 95.35 and $ 89.23 ,
respectively.
See
Notes to the Financial Statements
F- 3
abrdn
Platinum ETF Trust
Schedules
of Investments
At
December 31, 2022 and 2021
December
31, 2022
Description
oz
Cost
Fair
Value
%
of Net Assets
Investment
in platinum (in 000’s of US$, except for oz and percentage data)
Platinum
1,064,119.5
$ 1,028,086
$ 1,097,107
100.05 %
Total
investment in platinum
1,064,119.5
$ 1,028,086
$ 1,097,107
100.05 %
Less
liabilities
( 554 )
( 0.05 )%
Net
Assets
$ 1,096,553
100.00 %
December
31, 2021
Description
oz
Cost
Fair
Value
%
of Net Assets
Investment
in platinum (in 000’s of US$, except for oz and percentage data)
Platinum
1,186,927.7
$ 1,145,807
$ 1,138,264
100.45 %
Total
investment in platinum
1,186,927.7
$ 1,145,807
$ 1,138,264
100.45 %
Less
liabilities
( 5,057 )
( 0.45 )%
Net
Assets
$ 1,133,207
100.00 %
See
Notes to the Financial Statements
F- 4
abrdn
Platinum ETF Trust
Statements
of Operations
For
the years ended December 31, 2022, 2021, and 2020
Year Ended
December 31, 2022
Year Ended
December 31, 2021
Year Ended
December 31, 2020
(Amounts in 000’s of US$, except for Share and per Share data)
EXPENSES
Sponsor’s Fee
$ 6,556
$ 8,241
$ 5,187
Total expenses
6,556
8,241
5,187
Net investment loss
( 6,556 )
( 8,241 )
( 5,187 )
REALIZED AND UNREALIZED GAINS / (LOSSES)
Realized (loss) / gain on platinum transferred to pay expenses
( 88 )
1,049
( 522 )
Realized (loss) / gain on platinum distributed for the redemption of Shares
( 6,458 )
18,560
( 13,309 )
Change in unrealized gain / (loss) on investment in platinum
76,535
( 156,178 )
193,935
Change in unrealized (loss) on unsettled creations or redemptions
30
( 30 )
—
Total gain / (loss) on investment in platinum
70,019
( 136,599 )
180,104
Change in net assets from operations
$ 63,463
$ ( 144,840 )
$ 174,917
Net increase / (decrease) in net assets per Share
$ 5.19
$ ( 10.77 )
$ 16.96
Weighted average number of Shares
12,223,973
13,446,986
10,311,475
See
Notes to the Financial Statements
F- 5
abrdn
Platinum ETF Trust
Statements
of Changes in Net Assets
For
the years ended December 31, 2022, 2021 and 2020
Year
Ended December 31, 2022
(Amounts in 000’s
of US$, except for Share data)
Shares
Amount
Opening balance at January
1, 2022
12,700,000
$ 1,133,207
Net investment loss
( 6,556 )
Realized (loss) on
investment in platinum
( 6,546 )
Change in unrealized
gain on investment in platinum
76,535
Change in unrealized gain
on unsettled creations or redemptions
30
Creations
1,800,000
162,838
Redemptions
( 3,000,000 )
( 262,955 )
Closing balance
at December 31, 2022
11,500,000
$ 1,096,553
Year
Ended December 31, 2021
(Amounts in 000’s
of US$, except for Share data)
Shares
Amount
Opening balance at January
1, 2021
13,300,000
$ 1,329,607
Net investment loss
( 8,241 )
Realized gain on investment
in platinum
19,609
Change in unrealized
(loss) on investment in platinum
( 156,178 )
Change in unrealized
(loss) on unsettled creations or redemptions
( 30 )
Creations
1,300,000
137,616
Redemptions
( 1,900,000 )
( 189,176 )
Closing balance
at December 31, 2021
12,700,000
$ 1,133,207
Year
Ended December 31, 2020
(Amounts in 000’s
of US$, except for Share data)
Shares
Amount
Opening balance at January
1, 2020
7,950,000
$ 712,719
Net investment loss
( 5,187 )
Realized (loss) on
investment in platinum
( 13,831 )
Change in unrealized
gain on investment in platinum
193,935
Creations
7,050,000
586,640
Redemptions
( 1,700,000 )
( 144,669 )
Closing balance
at December 31, 2020
13,300,000
$ 1,329,607
See
Notes to the Financial Statements
F- 6
abrdn
Platinum ETF Trust
Financial
Highlights
For
the years ended December 31, 2022, 2021 and 2020
Year
Ended
December 31, 2022
Year
Ended
December 31, 2021
Year
Ended
December 31, 2020
Per
Share Performance (for a Share outstanding throughout the entire period)
Net asset value per Share
at beginning of period
$ 89.23
$ 99.97
$ 89.65
Income
from investment operations:
Net
investment loss
( 0.54 )
( 0.61 )
( 0.50 )
Total
realized and unrealized gains or losses on investment in platinum
6.66
( 10.13 )
10.82
Change
in net assets from operations
6.12
( 10.74 )
10.32
Net asset value
per Share at end of period
$ 95.35
$ 89.23
$ 99.97
Weighted average
number of Shares
12,223,973
13,446,986
10,311,475
Expense
ratio
0.60 %
0.60 %
0.60 %
Net
investment loss ratio
( 0.60 )%
( 0.60 )%
( 0.60 )%
Total
return, net asset value
6.86 %
( 10.74 )%
11.51 %
See
Notes to the Financial Statements
F- 7
abrdn
Platinum ETF Trust
Notes to the Financial Statements
1. Organization
The abrdn
Platinum ETF Trust (the “Trust”) is a common law trust formed on December 30, 2009 under New York law
pursuant to a depositary trust agreement (the “Trust Agreement”) executed by abrdn ETFs Sponsor LLC (the “Sponsor”)
and The Bank of New York Mellon as Trustee (the “Trustee”). The Trust holds platinum and issues abrdn Physical
Platinum Shares ETF (“Shares”) in minimum blocks of 50,000 Shares (also referred to as “Baskets”)
in exchange for deposits of platinum and distributes platinum in connection with the redemption of Baskets. Shares represent
units of fractional undivided beneficial interest in and ownership of the Trust which are issued by the Trust. The Sponsor is
a Delaware limited liability company and a wholly-owned subsidiary of abrdn Inc. abrdn Inc. is a wholly-owned indirect subsidiary
of abrdn (formerly known as Standard Life Aberdeen) plc. The Trust is governed by the Trust Agreement.
The
investment objective of the Trust is for the Shares to reflect the performance of the price of platinum, less the Trust’s
expenses and liabilities. The Trust is designed to provide an individual owner of beneficial interests in the Shares (a “Shareholder”)
an opportunity to participate in the platinum market through an investment in securities.
2. Significant
Accounting Policies
The
preparation of financial statements in accordance with U.S. GAAP requires those responsible for preparing financial statements
to make estimates and assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.
The following is a summary of significant accounting policies followed by the Trust.
2.1. Basis
of Accounting
The
Sponsor has determined that the Trust falls within the scope of Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) 946, Financial Services—Investment Companies , and has concluded that for
reporting purposes, the Trust is classified as an Investment Company. The Trust is not registered as an investment company under
the Investment Company Act of 1940 and is not required to register under such act.
2.2. Valuation
of Platinum
The
Trust follows the provisions of ASC 820, Fair Value Measurement (“ASC 820”). ASC 820 provides guidance for
determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value.
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
The
Trust's platinum is held by JPMorgan Chase Bank, N.A. (the “Custodian”), on behalf of the Trust, at its London,
England vaulting premises. The Trust's platinum may also be held by UBS AG, or any other firm selected by the Custodian to hold
the Trust’s platinum in the Trust’s allocated account in the firm’s vault premises on a segregated basis
and whose appointment has been approved by the Sponsor. At December 31, 2022, approximately 2.74 % of the Trust’s platinum
was held by one or more sub-custodians.
The
Trust's platinum is recorded at fair value. The cost of platinum is determined according to the average cost method and the fair
value is based on the afternoon session of the twice daily fix of an ounce of platinum administered by the London Metal Exchange
(“LME”). Realized gains and losses on transfers of platinum, or platinum distributed for the redemption of Shares,
are calculated on a trade date basis as the difference between the fair value and average cost of platinum transferred.
The
LME is responsible for the administration of the electronic platinum price fixing system (“LMEbullion”) that replicates
electronically the manual London platinum fix processes previously employed by the London Platinum and Palladium Fixing Company
Ltd (“LPPFCL”), as well as providing electronic market clearing processes for platinum bullion transactions at the
fixed prices established by the LME pricing mechanism. LMEbullion, like the previous London platinum fix processes, establishes
and publishes fixed prices for troy ounces of platinum twice each London trading day during fixing sessions beginning at 9:45
a.m. London time (the “LME AM Fix”) and 2:00 p.m. London time (the “LME PM Fix”).
F- 8
abrdn
Platinum ETF Trust
Notes to the Financial Statements
Once
the value of platinum has been determined, the net asset value (the “NAV”) is computed by the Trustee by deducting
all accrued fees, expenses and other liabilities of the Trust, including the remuneration due to the Sponsor (the “Sponsor’s
Fee”), from the fair value of the platinum and all other assets held by the Trust.
The
Trust recognizes changes in fair value of the investment in platinum as changes in unrealized gains or losses on investment
in platinum through the Statement of Operations.
The
per Share amount of platinum exchanged for a purchase or redemption is calculated daily by the Trustee using the LME PM Fix
to calculate the platinum amount in respect of any liabilities for which covering platinum sales have not yet been made,
and represents the per Share amount of platinum held by the Trust, after giving effect to its liabilities, to cover expenses
and liabilities and any losses that may have occurred.
Fair
Value Hierarchy
ASC
820 establishes a hierarchy that prioritizes inputs to valuation techniques used to measure fair value. The three levels of inputs
are as follows:
– Level
1. Unadjusted quoted prices in active markets for identical assets or liabilities that the Trust has the ability to access.
– Level
2. Observable inputs other than quoted prices included in level 1 that are observable for the asset or liability either directly
or indirectly. These inputs may include quoted prices for the identical instrument on
an inactive market, prices for similar instruments and similar data.
– Level
3. Unobservable inputs for the asset or liability to the extent that relevant observable inputs are not available, representing
the Trust’s own assumptions about the assumptions that a market participant would use in valuing the asset or liability,
and that would be based on the best information available.
To
the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination
of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for
instruments categorized in level 3.
The
inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes,
the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the
lowest level input that is significant to the fair value measurement in its entirety.
The
Trust’s investment in platinum is classified as a level 1 asset, as its value is calculated using unadjusted
quoted prices from primary market sources.
F- 9
abrdn
Platinum ETF Trust
Notes to the Financial Statements
The
categorization of the Trust’s assets is as shown below:
(Amounts in 000’s of US$)
December
31, 2022
December
31, 2021
Level 1
Investment in platinum
$ 1,097,107
$ 1,138,264
There were no transfers between levels during the years ended December 31, 2022 and 2021.
2.3. Platinum
Receivable and Payable
Platinum receivable
or payable represents the quantity of platinum covered by contractually binding orders for the creation or redemption of
Shares respectively, where the platinum has not yet been transferred to or from the Trust’s account. Generally, ownership
of platinum is transferred within two business days of the trade date. At December 31, 2022, the Trust had no platinum receivable
or payable for the creation or redemption of Shares. At December 31, 2021, the Trust had no platinum receivable
for the creation of Shares and $ 4,461,443 of platinum payable for the redemption of Shares.
2.4. Creations
and Redemptions of Shares
The
Trust expects to create and redeem Shares from time to time, but only in one or more Baskets (a Basket equals a block of 50,000 Shares).
The Trust issues Shares in Baskets to Authorized Participants on an ongoing basis. Individual investors cannot purchase or redeem
Shares in direct transactions with the Trust. An Authorized Participant is a person who (1) is a registered broker-dealer or other
securities market participant such as a bank or other financial institution which is not required to register as a broker-dealer
to engage in securities transactions; (2) is a participant in The Depository Trust Company; (3) has entered into an Authorized
Participant Agreement with the Trustee and the Sponsor; and (4) has established an Authorized Participant Unallocated Account
with the Trust’s Custodian or other platinum bullion clearing bank. An Authorized Participant Agreement is an agreement
entered into by each Authorized Participant, the Sponsor and the Trustee which provides the procedures for the creation and redemption
of Baskets and for the delivery of the platinum required for such creations and redemptions. An Authorized Participant
Unallocated Account is an unallocated platinum account, either loco London or loco Zurich, established with the Custodian
or a platinum bullion clearing bank by an Authorized Participant.
The
creation and redemption of Baskets is only made in exchange for the delivery to the Trust or the distribution by the Trust of
the amount of platinum represented by the Baskets being created or redeemed, the amount of which is based on the combined
NAV of the number of Shares included in the Baskets being created or redeemed determined on the day the order to create or redeem
Baskets is properly received.
Authorized
Participants may, on any business day, place an order with the Trustee to create or redeem one or more Baskets. The typical settlement
period for Shares is two business days. In the event of a trade date at period end, where a settlement is pending, a respective
account receivable and/or payable will be recorded. When platinum is exchanged in settlement of a redemption, it is considered
a sale of platinum for financial statement purposes.
The
amount of platinum represented by the Baskets created or redeemed can only be settled to the nearest 1/1000th of an ounce.
As a result, the value attributed to the creation or redemption of Shares may differ from the value of platinum to be
delivered or distributed by the Trust. In order to ensure that the correct amount of platinum is available at all times to
back the Shares, the Sponsor accepts an adjustment to its management fees in the event of any shortfall or excess on each transaction.
For each transaction, this amount is not more than 1/1000th of an ounce of platinum.
F- 10
abrdn
Platinum ETF Trust
Notes to the Financial Statements
As
the Shares of the Trust are subject to redemption at the option of Authorized Participants, the Trust has classified the outstanding
Shares as Net Assets. Changes in the number of Shares outstanding are presented in the Statement of Changes in Net Assets.
2.5. Income
Taxes
The
Trust is classified as a “grantor trust” for U.S. federal income tax purposes. As a result, the Trust itself will
not be subject to U.S. federal income tax. Instead, the Trust’s income and expenses will “flow through” to the
Shareholders, and the Trustee will report the Trust’s proceeds, income, deductions, gains, and losses to the Internal Revenue
Service on that basis.
The
Sponsor has evaluated whether or not there are uncertain tax positions that require financial statement recognition and has determined
that no reserves for uncertain tax positions are required as of December 31, 2022 or December 31, 2021.
2.6. Investment
in Platinum
Changes
in ounces of platinum and their respective values for the years ended December 31, 2022 and 2021 are set out
below:
Year Ended
December
31, 2022
Year Ended
December
31, 2021
(Amounts in 000’s of US$, except for ounces data)
Ounces of platinum
Opening balance
1,186,927.7
1,245,573.6
Creations
167,029.4
121,497.6
Redemptions
( 282,927.6 )
( 172,588.0 )
Transfers of platinum to pay expenses
( 6,910.0 )
( 7,555.5 )
Closing balance
1,064,119.5
1,186,927.7
Investment in platinum
Opening balance
$ 1,138,264
$ 1,330,272
Creations
162,838
137,616
Redemptions
( 267,416 )
( 184,715 )
Realized (loss) / gain on platinum distributed for the redemption of Shares
( 6,458 )
18,560
Transfers of platinum to pay expenses
( 6,598 )
( 8,310 )
Realized (loss) / gain on platinum transferred to pay expenses
( 88 )
1,049
Change in unrealized gain / (loss) on investment in platinum
76,535
( 156,178 )
Change in unrealized gain / (loss) on unsettled creations or redemptions
30
( 30 )
Closing balance
$ 1,097,107
$ 1,138,264
2.7. Expenses
/ Realized Gains / Losses
The primary expense of the Trust is the Sponsor’s Fee, which is paid by the Trust through in-kind transfers of platinum
to the Sponsor.
The
Trust will transfer platinum to the Sponsor to pay the Sponsor’s Fee that accrues daily at an annualized rate equal
to 0.60 % of the adjusted daily net asset value (“ANAV”) of the Trust, paid monthly in arrears.
F- 11
abrdn
Platinum ETF Trust
Notes to the Financial Statements
The
Sponsor has agreed to assume administrative and marketing expenses incurred by the Trust, including the Trustee’s monthly
fee and out of pocket expenses, the Custodian’s fee and the reimbursement of the Custodian’s expenses, exchange listing
fees, United States Securities and Exchange Commission (the “SEC”) registration fees, printing and mailing costs,
audit fees and up to $ 100,000 per annum in legal expenses.
For
the year ended December 31, 2022, 2021 and 2020, the Sponsor’s Fee was $ 6,556,049 , $ 8,241,060 and
$ 5,187,040 , respectively.
At December
31, 2022 and at December 31, 2021, the fees payable to the Sponsor were $ 554,247 and $ 595,693 , respectively.
With
respect to expenses not otherwise assumed by the Sponsor, the Trustee will, at the direction of the Sponsor or in its own discretion,
sell the Trust’s platinum as necessary to pay these expenses. When selling platinum to pay expenses, the Trustee
will endeavor to sell the smallest amounts of platinum needed to pay these expenses in order to minimize the Trust’s
holdings of assets other than platinum. Other than the Sponsor’s Fee, the Trust had no expenses during the years ended December
31, 2022 and 2021.
Unless
otherwise directed by the Sponsor, when selling platinum the Trustee will endeavor to sell at the price established by the
LME PM Fix. The Trustee will place orders with dealers (which may include the Custodian) through which the Trustee expects to
receive the most favorable price and execution of orders. The Custodian may be the purchaser of such platinum only if the
sale transaction is made at the next LME PM Fix or such other publicly available price that the Sponsor deems fair, in each case
as set following the sale order. A gain or loss is recognized based on the difference between the selling price and the average
cost of the platinum sold. Neither the Trustee nor the Sponsor is liable for depreciation or loss incurred by reason of any
sale.
Realized
gains and losses result from the transfer of platinum for Share redemptions and / or to pay expenses and are recognized on
a trade date basis as the difference between the fair value and average cost of platinum transferred.
2.8. Subsequent
Events
In
accordance with the provisions set forth in FASB ASC 855-10, Subsequent Events , the Trust’s management has evaluated
the possibility of subsequent events impacting the Trust’s financial statements through the filing date. In connection with her retirement, Andrea Melia has resigned as Chief Financial Officer and Treasurer of the Sponsor, to be effective
on February 28, 2023, immediately after the filing of this report. Ms. Melia has served as Principal Financial Officer of the Registrant.
Brian Kordeck was appointed as Chief Financial Officer and Treasurer of the Sponsor, to be effective on February 28, 2023, immediately
after the filing of this report. Mr. Kordeck will serve as Principal Financial Officer of the Registrant.
3. Related
Parties
The
Sponsor and the Trustee are considered to be related parties to the Trust. The Trustee and the Custodian and their affiliates
may from time to time act as Authorized Participants and purchase or sell Shares for their own account, as agent for their customers
and for accounts over which they exercise investment discretion. In addition, the Trustee and the Custodian and their affiliates
may from time to time purchase or sell platinum directly, for their own account, as agent for their customers and for accounts
over which they exercise investment discretion. The Trustee’s and Custodian’s fees are paid by the Sponsor and are
not separate expenses of the Trust.
F- 12
abrdn
Platinum ETF Trust
Notes to the Financial Statements
4. Concentration
of Risk
The
Trust’s sole business activity is the investment in platinum, and substantially all the Trust’s assets are holdings
of platinum, which creates a concentration of risk associated with fluctuations in the price of platinum. Several factors
could affect the price of platinum, including: (i) global platinum supply and demand, which is influenced by factors such as production
and cost levels in major platinum producing countries, recycling, autocatalyst demand, industrial demand, jewelry demand and investment
demand; (ii) investors’ expectations with respect to the rate of inflation; (iii) currency exchange rates; (iv) interest
rates; (v) investment and trading activities of hedge funds and commodity funds; and (vi) global or regional political, economic
or financial events and situations. In addition, there is no assurance that platinum will maintain its long-term value in
terms of purchasing power in the future. In the event that the price of platinum declines, the Sponsor expects the value
of an investment in the Shares to decline proportionately. Each of these events could have a material effect on the Trust’s
financial position and results of operations.
5. Indemnification
Under
the Trust’s organizational documents, the Trustee (and its directors, employees and agents) and the Sponsor (and its members,
managers, directors, officers, employees and affiliates) are indemnified by the Trust against any liability, cost or expense it
incurs without gross negligence, bad faith, willful misconduct or willful malfeasance on its part and without reckless disregard
on its part of its obligations and duties under the Trust’s organizational documents. The Trust’s maximum exposure
under these arrangements is unknown as this would involve future claims that may be made against the Trust that have not yet occurred.
F- 13
abrdn
Platinum ETF Trust
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned in the capacities thereunto duly authorized.
abrdn
ETFs Sponsor LLC
Date:
February 28, 2023
/s/
Steven Dunn*
Steven
Dunn **
President
and Chief Executive Officer
(Principal
Executive Officer)
Date:
February 28, 2023
/s/
Andrea Melia*
Andrea
Melia **
Chief
Financial Officer and Treasurer
(Principal
Financial Officer and Principal Accounting Officer)
*
The
originally executed copy of this Certification will be maintained at the Sponsor’s offices and will be made available for
inspection upon request.
**
The
Registrant is a trust and the persons are signing in their capacities as officers of abrdn ETFs Sponsor LLC, the Sponsor of
the Registrant.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.